Gwinnett County, Georgia Retirement Plans Management Committee … · 2012-08-29 · Gwinnett...

Gwinnett County, Georgia Retirement Plans Management Committee

August 23, 2012 Regular Meeting 8:00 AM

Gwinnett Justice and Administrative Center, Conference Room C

Agenda

1. Adoption of Agenda

* Kenneth Poe

2. Approval of Minutes May 24, 2012 Meeting

*

Kenneth Poe

3. Electronic Agenda Review

*** Aaron Bovos

4. Performance Reports – Fund Reports

a. 2nd Quarter DB Plan

i. Institutional Perspectives ii. July Investment Strategy Guide iii. Investment Performance Report iv. Fee Schedule – 2nd Quarter v. Manager Watch List vi. Downgraded Bonds

b. 2nd Quarter DC Plans

i. Fund Performance Review – AAG ii. Executive Summary

1) Plan Review

*** ***

UBS Great West

5. Investment Committee Reports

a. Acceptance of recommendation to add

Sands Capital Management as a Large Cap Manager

b. Acceptance of recommendation to remove Janus Global Select T Fund from DC Plans Investment Fund Options

c. Acceptance of the Proposal to conduct an OPEB Experience Study by Cavanaugh MacDonald

*** * * *

Mike Ludwiczak

6. Review of Forfeiture Assets and Revenue Sharing Account

***

Aaron Bovos

7. Past Quarter Participation and Education

a. Participation Numbers b. Education Update

*** Debbi Davidson Fred Minot

8. Report on due diligence trip to Great West *** Kenneth Poe Mike Ludwiczak

9. Financial Advisor RFP Update *** Kenneth Poe

10. Deferred Vested Project Update *** Debbi Davidson 11. Proposed change to 457(b) eligibility

* Debbi Davidson

12. Review 2012 Goals

*** Kenneth Poe

13. Vendor Annual Review

a. Contract Review b. Investment Committee Review c. Survey Results

a. RPMC and Investment Committee Survey

b. Participant Survey

*** Kenneth Poe Mike Ludwiczak

14. Next Meeting – November 15, 2012

*** Kenneth Poe

15. Public Comments (Limited to 30 minutes) ** *Action Items **Speakers wishing to address the RPMC must report to the Clerk of the Committee prior to the meeting being called to order. Speakers are limited to 3 minutes or less. ***Information items requiring no action.

NEXT SECTION

Gwinnett County, Georgia Retirement Plans Management Committee

May 24, 2012 Regular Meeting Minutes 8:00 AM

Gwinnett Justice and Administrative Center, Conference Room C

Members Present: Jim Underwood, Aaron Bovos, Glenn Stephens, Kenneth Poe, Ken Chadwick, David Crews, Ashley Stinson Chairman Kenneth Poe called the meeting to order at 8:10 AM.

Adoption of Agenda

Jim Underwood made the motion to approve the Agenda and David Crews seconded it. (Vote 7 – 0) Poe – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Chadwick – Yes; Crews – Yes; Stinson – Yes. Approval of minutes

Aaron Bovos made the motion to approve the Minutes for the February 23, 2012 Regular meeting and Glenn Stephens seconded it. (Vote 7 – 0) Poe – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Chadwick – Yes; Crews – Yes; Stinson - Yes. Introduce new member of RPMC Kenneth Poe introduced Ashley Stinson, an attorney in Juvenile Court, as the new board member to complete the remainder of Stan Hall’s term. Electronic agenda and supporting document training Debbi Davidson presented the instructions for the electronic agenda and supporting documents. The RPMC agenda and supporting documents will be distributed through an electronic process beginning the next quarterly meeting.

Performance Reports Executive Summaries

First Quarter DB Plan Investment Performance Report- The report for the first quarter of 2012 was presented by Allen Wright and Scott Olsen of the consulting firm UBS Institutional Consulting. Gwinnett County is doing exceptionally well. The plan is in the top 1% for all plans in our comparable universe. The Market Value of the DB Plan as of 03/31/2012 was $721,375.376. This amount is invested in the following accounts (Gross of Fees).

Large Cap Growth $94,214,765

Large Cap Value $92,461,936

Mid Cap $296,553

Mid Cap Core $18,773,276

Mid Cap Growth $18,785,216

Mid Cap Value $18,779,626

Small Cap Blend $60,011,041

REITS $33,777,570

Foreign Developed Blend $100,149,344

Fixed Income Taxable Intermediate

$246,050,126

Emerging Markets $35,453,507

Cash & Equivalents $2,622,416

Third Quarter DC and 457 Plans Fund Performance- The report on the funds in these plans was presented by Mr. Bill Thornton of Advised Assets Group. There are no big concerns with current funds. Donald Erwin of Great West Retirement Services presented the Plan Review for April 1, 2011 through March 31, 2012. Plan assets were at $208,590,000 as of March 31, 2012. Plan assets grew by $ 12.95 million (6.6%) during this time period. The average account balance per participant was $32,644 for the 401(a) Plan and $23,932 for the 457(b) Plan. The County is doing very well compared to other governments on contributions by assets class. The average number of Investment Options per Participant was 8.0 for the 401(a) Plan and 6.7 for the 457(b) Plan.

Past Quarter Education and Participation Information

Participation Information – Current Active Participants DB Plan 2,107

DC Plan 2,263 Deferred Comp 2,882 Retirees Retirees Receiving DB Pensions 1,756 Retirees with Health Insurance 1,394

Use of Forfeiture Accounts and Revenue Sharing Assets- o The 401(h) forfeiture balances continues to be used to fund employer contributions for 2012. As of

May 2012, $120,168.29 has been used from the Forfeiture Account for 401(h) employer contributions.

A report was made on the Deferred Vested project. The project identified 960 Deferred Vested participants. Of the 960, 343 have been completed to date. The planned completion date for this project is the end of the year providing that the County has sufficient resources.

Audit Committee Report

Maria Woods, Audit Committee Chair, presented the minutes for the Audit Committee Meeting on May 22, 2012 regular meeting.

Joel Black of Mauldin and Jenkins presented 2011 Audit Results. The Plans received an Unqualified (“clean”) opinion on the basic financial statements. Funds for both plans continue to grow and the funding status is stable for the Defined Benefit Plan and growing for the OPEB Plan.

Glenn Stephens made the motion to accept the 2011 Audit Results and Aaron Bovos seconded it. (Vote 7 – 0) Poe – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Chadwick – Yes; Crews – Yes; Stinson - Yes. Actuarial Reports

Todd Green of Cavanaugh Macdonald Consulting, LLC presented the Annual Valuation as of January 1, 2012. The Annual Required Contribution (ARC) for the County increased from 30.28% to 31.30% of covered payroll. The DB Plan experienced gains as a result of less than expected pay increases and additional contributions and the plan had losses from less than expected investment returns and demographic experience being different from assumptions.

Alisa Bennett of Cavanaugh Macdonald Consulting, LLC presented the Health Insurance Plan 2012 Actuarial Valuation Results. The Unfunded Actuarial Liability amortization period remains at 30 years and a level percentage of pay. She recommended that the RPMC may want to discuss completing an experience study for the OPEB Trust.

Update on progress of 2012 Goals

Several of the goals for 2012 have been accomplished in the first quarter.

For the goal of an RFP’s for Investment Consulting and Planning Services, an update was given on the RFP status of the goal to implementing Investment Consulting and Planning Services. There were four responses to the RFP. There will be three interviews of the proposers in the next few months.

Investment Committee Recommendations and Reports-

Mike Ludwiczak, Investment Committee Chair, presented the changes to the Statement of Investment Policy on Operating Cash and Targeted Cash Levels.

Jim Underwood made the motion to approve the changes made to the Statement of Investment Policy and Glenn Stephens seconded it. (Vote 7 – 0) Poe – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Chadwick – Yes; Crews – Yes; Stinson - Yes. Fiduciary Training- Ed Emerson of Bryan Cave provided Fiduciary Training. Attendees receiving the training included members of the RPMC. Jim Underwood, Kenneth Poe, Ken Chadwick, Glenn Stephens, David Crews, Aaron, Bovos, Ashley Stinson; members of the Audit Committee: Maria Woods, Debbi Davidson, Tom Savage; members of the Investment Committee: Mike Ludwiczak, Bill Rodenbeck, Karen Karasinski, Beth Horacek, Paul Turner; and Staff: Sue Rooks. Next Meeting August 23, 2012, Gwinnett Justice and Administration Center, Conference Room C at 8:00 a.m. Public Comments (Limited to 30 minutes)- There were no public comments. Ken Chadwick made the motion to adjourn and David Crews seconded it. (Vote 7 – 0) Poe – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Chadwick – Yes; Crews – Yes; Stinson - Yes. The meeting adjourned at 11:20 a.m.

NEXT SECTION

New Electronic Agenda Distribution Process

In an effort to create a more efficient process, as of the November 15, 2012 meeting, we will be

switching to an electronic agenda distribution process.

1. One week in advance of the meeting, an e-mail containing the agenda as an attached

Adobe PDF file will be sent to all members.

2. The agenda will include bookmarks that link directly to the documents that will be referenced during the meeting.

Each document will coincide with a specific agenda item and when the link is selected the document will appear on the screen.

3. Members can access Adobe PDF files at any computer with Adobe software.

4. Members will be provided a laptop at meetings, or they can bring their own

Provided laptops will be loaded with PDF file containing agenda

NEXT SECTION

3

2012 quarterly returns Annualized returns ending 6/30/2012

Index YTD Q1 Q2 Q3 Q4 1 Yr 3 Yrs 5 Yrs 7 Yrs 10 Yrs

S&P 500 9.49 12.59 -2.75 5.45 16.40 0.22 4.09 5.33

DJIA 6.83 8.84 -1.85 6.63 18.25 2.00 6.06 6.01

NASDAQ Comp 13.28 18.96 -4.78 6.99 18.11 3.42 6.17 8.06

Wilshire 5000 9.40 12.90 -3.10 3.97 16.94 0.58 4.53 6.12

Russell 3000 9.32 12.87 -3.15 3.84 16.73 0.39 4.29 5.81

Russell 3000G 9.98 14.58 -4.02 5.05 17.55 2.79 5.53 6.13

Russell 3000V 8.64 11.16 -2.26 2.64 15.93 -2.10 2.95 5.37

Russell 1000 9.38 12.90 -3.12 4.37 16.64 0.39 4.26 5.72

Russell 1000G 10.08 14.69 -4.02 5.76 17.50 2.87 5.50 6.03

Russell 1000V 8.68 11.12 -2.20 3.01 15.80 -2.19 2.92 5.28

Russell 2000 8.53 12.44 -3.47 -2.08 17.80 0.54 4.60 7.00

Russell 2000G 8.81 13.28 -3.94 -2.71 18.09 1.99 5.73 7.39

Russell 2000V 8.23 11.59 -3.01 -1.44 17.43 -1.05 3.38 6.50

Russell Mid Cap 7.97 12.94 -4.40 -1.65 19.44 1.06 5.42 8.45

Russell Mid CapG 8.10 14.52 -5.60 -2.99 19.01 1.90 5.84 8.47

Russell Mid CapV 7.78 11.41 -3.26 -0.37 19.92 -0.13 4.77 8.17

MSCI EAFE 3.38 10.98 -6.85 -13.38 6.45 -5.63 2.79 5.62

MSCI Emerging Mkts 4.12 14.14 -8.77 -15.67 10.10 0.21 10.39 14.42

BC Aggregate 2.37 0.30 2.06 7.47 6.93 6.79 5.58 5.63

BC Int Aggregate 1.99 0.66 1.32 5.28 5.98 6.25 5.30 5.19

BoA-ML C/G 1–3 yr 0.69 0.45 0.24 1.18 2.30 3.64 3.63 3.39

BC IGC 2.10 0.61 1.48 5.42 5.81 6.01 5.07 5.08

BC GC 2.65 0.08 2.56 8.78 7.34 6.90 5.53 5.79

BC US Treasury 1.51 -1.29 2.83 9.04 5.95 6.91 5.44 5.50

BC Gov 1.48 -1.12 2.63 8.32 5.65 6.64 5.34 5.36

BC US Credit 4.55 2.04 2.46 9.54 10.09 7.59 6.03 6.54

BC Global Aggregate 1.50 0.87 0.62 2.73 6.03 6.70 5.46 6.49

BC Global Aggregate xUS 0.77 1.16 -0.38 -0.33 5.43 6.58 5.35 7.15

BC Muni 3.66 1.75 1.88 9.90 7.62 5.96 5.04 5.28

BC Agency 1.25 -0.04 1.29 4.34 4.06 5.53 4.75 4.82

BC Mortgages 1.66 0.57 1.08 4.97 5.40 6.67 5.71 5.40

BC ABS 1.97 0.66 1.30 4.90 6.71 4.74 4.33 —

BOA-ML High Yield 7.02 5.05 1.88 6.62 16.01 8.07 8.07 9.76

CG T-Bill (90 Day) 0.03 0.01 0.02 0.04 0.10 0.87 1.90 1.77

CG Wld Gov Bond 0.41 -0.51 0.92 2.68 5.35 7.31 5.54 6.81

CG Wld Gov Bond xUS -0.02 -0.22 0.20 0.44 5.13 7.39 5.55 7.15

Market Performance Report June 30, 2012

Institutional Perspectives

This report is prepared by UBS Financial Services Inc. and is for informational purposes only. The information contained herein has been obtained from Russell Mellon, Bureau of Labor Statistics and has not been independently verified by UBS Financial Services Inc. Index information relates to historical performance of market indexes and not the performance of actual strategies. The past performance of indexes is not a guarantee of future results, because each index reflects an unmanaged universe of securities and does not include any deduction for advisory fees or other expenses that would reduce actual returns. Individuals cannot invest directly in an index. This does not constitute a solicitation for the purchase or sale of any security.

3 July 2012 Wealth Management Research

Investment Strategy Guide

I know what you did last summer

Please Note:

The individual PowerPoint slides in the presentation should not be altered in any way as they contain

research information. WMR is not responsible for content that has been modified prior to being

presented.

Financial Advisors may, however, present different sections of the seminar by omitting slides that may

not be relevant to the particular audience.

NEVER OMIT THE SLIDES MARKED „APPENDIX‟ AT THE END OF THIS PRESENTATION.

Please have any combination of these slides reviewed by your local compliance before use.

This report has been prepared by UBS Financial Services Inc. (“UBS FS”).

Please view notes pages to help you

better use this presentation with

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1

Key macro themes

Muddle-through economy

Politics and policy risk

Attractive valuation & resilient

earnings

Muddle-through

economy

Attractive

valuation &

resilient earnings


Central bank

support

Central bank support


2

Equity markets have once again hit a post-Q1 rut….

Volatile market conditions have become far too familiar at this time of year


Source: Bloomberg, UBS WMR, as of 27 June 2012

80

85

90

95

100

105

110

115

Dec-31 Mar-31 Jun-30 Sep-30 Dec-31

2010 2011 2012

S&P 500 Index, rebased 31 December of previous year = 100


3

…driven by a decay in private payroll growth…


Employment growth in the US has decelerated sharply


US private payrolls, monthly change in thousands

-100

-50

0

50

100

150

200

250

300

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2010 2011 2012


4

…and a slowdown in manufacturing activity

ISM manufacturing and non-manufacturing indexes appear to have peaked



US ISM manufacturing PMI in comparison

Note: PMI = Purchasing Managers’ Index

50

52

54

56

58

60

62

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2010 2011 2012


5

However, oil prices have fallen sharply off their peaks…

WTI crude oil prices have recently dipped below the USD 80 level



60

80

100

120

140

160

180

Jun-10 Dec-10 Jun-11 Dec-11 Jun-12

1.5

2.0

2.5

3.0

3.5

4.0

4.5

Brent (left) WTI (left) US gasoline price national average (right)

Crude oil and US gasoline prices, in USD per barrel and gallon


6

…US housing activity has shifted to a tailwind…

Housing activity had been one of the biggest drags on the economy


0

20

40

60

80

100

160

Jul-04 Jul-06 Jul-08 Jul-10 Jul-12

NAHB Housing Market Index

US pending home sales index

Building permits

Jan 2001 = 100 140

120


Note: NAHB = National Association of Home Builders

US home builders confidence, home sales and building permits


7

…and bank lending has been growing at a solid rate

One-year-old recovery bodes well for sustainability of economic expansion



-20

-15

-10

-5

0

5

15

20

2006 2007 2008 2009 2010 2011 2012

US commercial bank loans and leases

10

US commercial bank loans and leases, 3month-over-3month annualized in %


8

Yet, a eurozone splintering still threatens global stability…

The consequences of eurozone failure would be severe and widespread


30

35

40

45

50

55

60

65

Jan-07 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12

Eurozone Germany France Italy

Source: Thomson Datastream, UBS WMR as of 27 June 2012

Eurozone manufacturing Purchasing Managers' Index


9

…as EU policymakers continue working towards a solution…

Fiscal integration, direct bank recaps, and deposit insurance are on the table



0

50

100

150

200

250

May-10 Sep-10 Jan-11 May-11 Sep-11 Jan-12 May-12

ECB bond holdings under Securities Market Program, in EUR bn


10

…and US elected officials try to steer clear of the fiscal cliff

The total fiscal drag would total over USD 600 billion


Source: Congressional Budget Office, UBS WMR as of 27 June 2012

Cumulative impact of “fiscal cliff” components, in % of UBS estimate of 2013 GDP


11

Meanwhile, central bank reflation efforts are ongoing…

The Fed extends Operation Twist and the ECB is ready to respond to stress



10-year government bond yields, in %

0

1

2

3

4

5

6

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

US Germany UK Switzerland


12

…accompanied by easing in the emerging markets

Moderation in inflation provides ample latitude to ease policy



New loans in CNY bn. and Chinese reserve requirement ratio, in %

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2006 2007 2008 2009 2010 2011 2012

0

5

10

15

20

25

New loans (left) Reserve requirement ratio (right)


13

Investors should be rewarded for holding risk assets…

Negative sentiment has driven risk premiums well above historical averages

Attractive valuation & resilient earnings

Source: Robert Shiller, Datastream, UBS WMR, as of 28 June 2012

12-month forward consensus earnings yield minus real bond yield

-5%

0%

5%

10%

15%

1960 1965 1970 1975 1980 1985 1990 1995 2000 2005 2010

US Equity Risk Premium (forward earnings)

Average

Equities attractive

relative to bonds

Equities unattractive

relative to bonds


14

…and corporations should continue to grow earnings

We still look for earnings to expand at a solid (if unspectacular) pace


Source: FactSet, UBS WMR, as of 29 June 2012

S&P 500 earnings (in USD) and growth rates (in %)

56.4 55.5

67.1

76.1

88.1 84.6

61.9 62.0

85.5

97.9 102.2

108.3

45.2 47.9

30

40

50

60

70

80

90

100

110

120

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012E 2013E

-

20%

6%

16

%

21

%

13

%

16

% -4%

-

27%

0%

38

%

15

%

4%

6%

Note: 2012 and 2013 earnings represent WMR estimates,


15

Maintain a neutral tactical positioning

Looking for a catalyst

Source: UBS WMR, as of 30 May 2012

Moderate risk portfolio

Overweight

Neutral

Underweight

Fixed income 37%

US dollar fixed

income 31%

Non-US fixed

income 6%

Alternative

investments 12% Commodities 5%

Cash 2%

Emerging market

equities 4%

Non-US dev

equities 8%

US equities 32%

Equities 44%

Note: Left-hand side: Investment strategy recommendations that we believe will provide attractive opportunities over the next 9-12 months. The

benchmark allocations are provided for illustrative purposes only by UBS for a hypothetical US investor with a moderate investor risk profile and

total return objective. See “Sources of benchmark allocations and investor risk profiles” in the Appendix for a detailed explanation regarding the

source of benchmark allocations and their suitability and the source of investor risk profiles. The current allocation is the sum of the benchmark

allocation and the tactical deviation. See “Deviations from benchmark allocation” in the Appendix regarding the interpretation of the suggested

tactical deviations from benchmark. See “Nontraditional Assets” and “Description of Certain Alternative Investment Strategies” in the Appendix

regarding Alternative Investments. See “Emerging Market Investments in the Appendix regarding Emerging Markets. Right-hand side: Black

arrows indicate most recent changes. See Appendix for explanation of strategy charts.

US equity sector allocation

Materials

Telecom

Utilities

Financials

Industrials

Health Care

Cons Discretionary

Energy

Consumer Staples

Technology

+ ++ +++ – – – – – – n

underweight overweight


16

Key investment themes

Moderate pro-cyclical sector tilt

Growth over value stocks

Dividend growth over dividend

yield

Emerging market and US equities Moderate pro-

cyclical sector

tilt

Dividend

growth

over

dividend

yield

Emerging

market and

US equities

Growth

over

value

stocks

Credit over

non-credit

Credit over non-credit

17

We remain overweight EM and US equities…

Growth, earnings, and policy latitude drive the call

Emerging market and US equities


95

100

105

110

115

120

Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12

Emerging markets Developed markets

Market performance in USD, end-2011 indexed to 100

18

…avoid the temptation to be overly defensive…

Defensive sectors have already strongly outperformed cyclicals



Performance of defensive sectors / cyclical sectors

0.80

0.85

0.90

0.95

1.05

1.10

Jan-10 Jul-10 Jan-11 Jul-11 Jan-12 Jul-12

1.00

Note: Defensive sectors are Consumer Staples, Healthcare, Telecom and Utilities. Cyclical sectors are Consumer Discretionary, Industrials,

Materials and Tech.

19

…and pursue cheap cyclicals with solid growth prospects

Stabilizing growth should lift valuations for cheap cyclicals


Source: DataStream, UBS WMR, as of 26 June 2012

Current relative sector P/E ratio compared to its 10-year average relative P/E, in %

Note: Relative to the S&P 500

-30%

-20%

-10%

0%

10%

20%

30%

40%

50%

60% Technolo

gy

Mate

rials

Industr

ials

Consum

er

Dis

c.

He

alth

Care

Consum

er

Sta

ple

s

Utilit

ies

Tele

com

Cheap

Expensive

Cyclicals Defensiv

es

20

Meanwhile, growth remains underpriced…

Growth stocks as a style have only been cheaper than now 10% of the time



1.0x

1.1x

1.2x

1.3x

1.4x

1.5x

1.6x

1.7x

1.8x

1979 1983 1987 1991 1995 1999 2003 2007 2011 2015

Average 10th percentile

Growth forward P/E divided by Value forward P/E

Note: Extreme readings during the Tech bubble are not shown in order to improve readability.

21

…with Technology valuations at a 16-year low

Earnings growth and cash balances continue to be solid in Tech



Technology sector P/E elative to the S&P 500 P/E, in %

80%

100%

120%

140%

160%

180%

200%

220%

240%

1995 2000 2005 2010 2015

22

Dividend growth beats dividend yield…

Reduce portfolio volatility, replace lost income, and hedge against inflation

Dividend growth over dividend yield

Source: UBS WMR, as of 29 June 2012

-30% -20% -10% 0% 10% 20%

Financials

Materials

Industrials

Utilities

Telecom

Healthcare

Energy

Consumer Staples

Consumer Disc

Technology

5-year annualized growth rate of sector dividends, in %

23

…with Utilities exhibiting lofty valuations

Any backup in interest rates a potential headwind for high-yielding defensives



Utilities P/E relative to the S&P 500 P/E

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1999 2001 2003 2005 2007 2009 2011 2013

24

As the value in government bonds continues to decline…

Rates reached new historical lows due to disappointing data



10-year Treasury yield, le in % and UBS growth surprise index, right

1.4

1.6

1.8

2.0

2.2

2.4

Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12

155

162

169

176

183

190

10-year Treasury (left) UBS economic surprise index (right)

25

…we see greatest value in HY bonds for additional yield…

Investors are being overcompensated for the risk of default


Source: S&P, BofAML, UBS WMR, as of 26 June 2012

US high yield credit spread and S&P speculative grade default rate, in %

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

1996 1999 2002 2005 2008 2011

0

2

4

6

8

10

12

US High Yield credit spread, in basis points

US Speculative Grade default rate, in %

26

Investment Strategy Guide in review

Key macro themes

Key investment themes

Muddle-through economy Muddle-through

economy Politics and policy risk



Attractive

valuation &

resilient earnings


Central bank

support

Moderate pro-

cyclical sector

tilt

Dividend

growth

over

dividend

yield

Emerging

market and

US equities

Growth

over

value

stocks




Emerging market and US equities


Credit over

non-credit


27

Portfolio Analytics

The portfolio analytics shown for each risk profile's benchmark allocations are based on estimated forward-looking return and standard deviation assumptions

(capital market assumptions), which are based on UBS proprietary research. The development process includes a review of a variety of factors, including the return,

risk, correlations and historical performance of various asset classes, inflation and risk premium. These capital market assumptions do not assume any particular

investment time horizon. The process assumes a situation where the supply and demand for investments is in balance, and in which expected returns of all asset

classes are a reflection of their expected risk and correlations regardless of timeframe. Please note that these assumptions are not guarantees and are subject to

change. UBS has changed its risk and return assumptions in the past and may do so in the future. Neither UBS nor your Financial Advisor is required to provide you

with an updated analysis based upon changes to these or other underlying assumptions.

In order to create the analysis shown, the rates of return for each asset class are combined in the same proportion as the asset allocations illustrated (e.g., if the

asset allocation indicates 40% equities, then 40% of the results shown for the allocation will be based upon the estimated hypothetical return and standard deviation

assumptions shown).

You should understand that the analysis shown and assumptions used are hypothetical estimates provided for you general information. The results are not

guarantees and pertain to the asset allocation and/or asset class in general, not the performance of specific securities or investments. Your actual results may vary

significantly from the results shown in this report, as can the performance of any individual security or investment.


28

Appendix

Table labeled detailed asset allocations without non-traditional assets (NTAs)

1 See “Sources of Benchmark Allocations and Investor Risk Profiles” on next slide regarding the source of investor risk profiles.

2 See “Sources of Benchmark Allocations and Investor Risk Profiles” on next slide regarding the source of benchmark allocations and their suitability.

3 See “Deviations from Benchmark Allocation” on next slide regarding the interpretation of the suggested tactical deviations from benchmark.

4 The current allocation row is the sum of the benchmark allocation and the WMR tactical deviation rows.

Table labeled detailed asset allocations with non-traditional assets (NTAs)

1 See “Sources of Benchmark Allocations and Investor Risk Profiles” on next slide regarding the source of investor risk profiles.

2 See “Sources of Benchmark Allocations and Investor Risk Profiles” on next slide regarding the source of benchmark allocations and their suitability.

3 See “Deviations from Benchmark Allocation” on next slide regarding the interpretation of the suggested tactical deviations from benchmark.

4 The current allocation row is the sum of the benchmark allocation and the WMR tactical deviation rows.

5 UBS WMR considers that maintaining the benchmark allocation is appropriate for alternative investments. The recommended tactical deviation is therefore structurally set at 0. See “Sources of

Benchmark Allocations and Investor Risk Profiles” regarding the types of alternative investments and their suitability.

Emerging Markets Investments

Investors should be aware that Emerging Market assets are subject to, amongst others, potential risks linked to currency volatility, abrupt changes in the cost of capital and the economic growth outlook,

as well as regulatory and socio-political risk, interest rate risk and higher credit risk. Assets can sometimes be very illiquid and liquidity conditions can abruptly worsen. WMR generally recommends only

those securities it believes have been registered under Federal U.S. registration rules (Section 12 of the Securities Exchange Act of 1934) and individual State registration rules (commonly known as

"Blue Sky" laws). Prospective investors should be aware that to the extent permitted under US law, WMR may from time to time recommend bonds that are not registered under US or State securities

laws. These bonds may be issued in jurisdictions where the level of required disclosures to be made by issuers is not as frequent or complete as that required by US laws.

For more background on emerging markets generally, see the WMR Education Notes "Investing in Emerging Markets (Part 1): Equities", 30 July 2007, “Emerging Market Bonds: Understanding Emerging

Market Bonds," 12 August 2009 and "Emerging Markets Bonds: Understanding Sovereign Risk," 17 December 2009.

Investors interested in holding bonds for a longer period are advised to select the bonds of those sovereigns with the highest credit ratings (in the investment grade band). Such an approach should

decrease the risk that an investor could end up holding bonds on which the sovereign has defaulted. Sub-investment grade bonds are recommended only for clients with a higher risk tolerance and who

seek to hold higher yielding bonds for shorter periods only.

Deviations from benchmark allocation

The recommended tactical deviations from the benchmark are provided by WMR. They reflect our short- to medium-term assessment of market opportunities and risks in the respective asset classes and

market segments. Positive / zero / negative tactical deviations correspond to an overweight / neutral / underweight stance for each respective asset class and market segment relative to their benchmark

allocation. The current allocation is the sum of the benchmark allocation and the tactical deviation.

Note that the fixed income and equity and regional allocations on the WMR Investment Strategy slide are provided on an unhedged basis (i.e., it is assumed that investors carry the underlying currency

risk of such investments). Thus, the deviations from the benchmark reflect our views of the underlying equity and bond markets in combination with our assessment of the associated currencies. The two

bar charts, “Regional Equity Strategy” and “Regional Bond Strategy,” represent the relative attractiveness of countries (including the currency outlook) within a pure equity portfolio, respectively. In

contrast, the detailed asset allocation tables integrate the country preferences within each asset class with the asset class preferences. As the tactical deviations at the asset class level are attributed to

countries in proportion to the countries’ market capitalization, the relative ranking among regions may be altered in the combined view.


29

Appendix

Non-traditional assets include commodities and alternative investments (AI). AI, in turn, include hedge funds, private equity, real estate and managed futures. Interests of alternative investment funds are

sold only to qualified investors, and only by means of offering documents that include information about the risks, performance and expenses of alternative investment funds, and which clients are urged

to read carefully before subscribing and retain. An investment in an alternative investment fund is speculative and involves significant risks. Alternative investment funds are not mutual funds and are not

subject to the same regulatory requirements as mutual funds. Alternative investment funds' performance may be volatile, and investors may lose all or a substantial amount of their investment in an

alternative investment fund. Alternative investment funds may en-gage in leveraging and other speculative investment practices that may increase the risk of investment loss. Interests of alternative

investment funds typically will be illiquid and subject to restrictions on transfer. Alternative investment funds may not be required to provide periodic pricing or valuation information to investors. Alternative

investment fund investment programs generally involve complex tax strategies and there may be delays in distributing tax information to investors. Alternative investment funds are subject to high fees,

including management fees and other fees and expenses, all of which will reduce profits. Alternative investment funds may fluctuate in value. An investment in an alternative investment fund is long-term,

there is generally no secondary market for the interests of a fund, and none is expected to develop. Interests in alternative investment funds are not deposits or obligations of, or guaranteed or endorsed

by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency.

Prospective investors should understand these risks and have the financial ability and willingness to accept them for an extended period of time before making an investment in an alternative investment

fund and should consider an alternative investment fund as a supplement to an overall investment program.

In addition to the risks that apply to alternative investments generally, the following are additional risks related to an investment in these strategies:

Hedge Fund Risk: There are risks specifically associated with investing in hedge funds, which may include risks associated with investing in short sales, options, small-cap stocks, "junk bonds,“

derivatives, distressed securities, non-U.S. securities and illiquid investments.

Hedge Fund of Funds: In addition to the risks associated with hedge funds generally, an investor should recognize that the overall performance of a fund of funds is dependent not only on the investment

performance of the manager of the fund, but also on the performance of the underlying managers. The investor will bear the management fees and expenses of both the fund of funds and the underlying

hedge funds or accounts in which the fund of funds invests, which could be significant.

Managed Futures: There are risks specifically associated with investing in managed futures programs. For example, not all managers focus on all strategies at all times, and managed futures strategies

may have material directional elements.

Real Estate: There are risks specifically associated with investing in real estate products and real estate investment trusts. They involve risks associated with debt, adverse changes in general economic

or local market conditions, changes in governmental, tax, real estate and zoning laws or regulations, risks associated with capital calls and, for some real estate products, the risks associated with the

ability to qualify for favorable treatment under the federal tax laws.

Private Equity: There are risks specifically associated with investing in private equity. Capital calls can be made on short notice, and the failure to meet capital calls can result in significant adverse

consequences including, but not limited to, a total loss of investment.

Foreign Exchange/Currency Risk: Investors in securities of issuers located outside of the United States should be aware that even for securities denominated in U.S. dollars, changes in the exchange rate

between the U.S. dollar and the issuer’s "home" currency can have unexpected effects on the market value and liquidity of those securities. Those securities may also be affected by other risks (such as

political, economic or regulatory changes) that may not be readily known to a U.S. investor.

Options: Options are not suitable for all investors. Please read the Options Clearing Corporation Publication titled "Characteristics and Risks of Standardized Options Trading" and consult your tax advisor

prior to investing. The Publication can be obtained from your Financial Services Inc., Financial Advisor, or can be accessed under the Publications Section of the Option Clearing Corporation's website:

www.theocc.com.


30

Appendix

Description of Certain Alternative Investment Strategies

Equity Hedge: Investment managers who maintain positions both long and short in primarily equity and equity-derivative securities. A wide variety of investment processes can be employed to arrive at an

investment decision, including both quantitative and fundamental techniques; strategies can be broadly diversified or narrowly focused on specific sectors and can range broadly in terms of levels of net

exposure, leverage employed, holding period, concentrations of market capitalizations and valuation ranges of typical portfolios. Equity hedge managers would typically maintain at least 50% and may, in

some cases, be substantially entirely invested in equities, both long and short.

Event Driven: Investment managers who maintain positions in companies currently or prospectively involved in corporate transactions of a wide variety including, but not limited to, mergers, restructurings,

financial distress, tender offers, shareholder buybacks, debt exchanges, security issuance or other capital structure adjustments. Security types can range from most senior in the capital structure to most

junior or subordinated, and frequently involve additional derivative securities. Event-driven exposure includes a combination of sensitivities to equity markets, credit markets and idiosyncratic, company-

specific developments. Investment theses are typically predicated on fundamental characteristics (as opposed to quantitative), with the realization of the thesis predicated on a specific development

exogenous to the existing capital structure.

Credit Arbitrage Strategies: Employ an investment process designed to isolate attractive opportunities in corporate fixed income securities. These include both senior and subordinated claims as well as

bank debt and other outstanding obligations, structuring positions with little or no broad credit market exposure. These may also contain a limited exposure to government, sovereign, equity, convertible or

other obligations, but the focus of the strategy is primarily on fixed corporate obligations and other securities held as component positions within these structures. Managers typically employ fundamental

credit analysis to evaluate the likelihood of an improvement in the issuer's creditworthiness. In most cases, securities trade in liquid markets, and managers are only infrequently or indirectly involved with

company management. Fixed income: corporate strategies differ from event driven; credit arbitrage in the former more typically involves more general market hedges, which may vary in the degree to

which they limit fixed income market exposure, while the latter typically involves arbitrage positions with little or no net credit market exposure, but are predicated on specific, anticipated idiosyncratic

developments.

Macro: Investment managers who trade a broad range of strategies in which the investment process is predicated on movements in underlying economic variables and the impact these have on equity,

fixed income, hard currency and commodity markets. Managers employ a variety of techniques, both discretionary and systematic analysis, combinations of top-down and bottom-up theses, quantitative

and fundamental approaches and long- and short-term holding periods. Although some strategies employ relative value techniques, macro strategies are distinct from relative value strategies in that the

primary investment thesis is predicated on predicted or future movements in the underlying instruments, rather than realization of a valuation discrepancy between securities. In a similar way, while both

macro and equity hedge managers may hold equity securities, the overriding investment thesis is predicated on the impact movements in underlying macroeconomic variables may have on security

prices, as opposed to equity hedge, in which the fundamental characteristics of the company are the most significant and integral to investment thesis.

Distressed Restructuring Strategies: Employ an investment process focused on corporate fixed income instruments, primarily on corporate credit instruments of companies trading at significant discounts

to their value at issuance, or obliged (par value) at maturity, as a result of either a formal bankruptcy proceeding or financial market perception of near-term proceedings. Managers are typically actively

involved with the management of these companies, frequently involved on creditors' committees in negotiating the exchange of securities for alternative obligations, either swaps of debt, equity or hybrid

securities. Managers employ fundamental credit processes focused on valuation and asset coverage of securities of distressed firms. In most cases, portfolio exposures are concentrated in instruments

which are publicly traded, in some cases actively and in others under reduced liquidity but, in general, for which a reasonable public market exists. In contrast to special situations, distressed strategies

primarily employ debt (greater than 60%) but also may maintain related equity exposure.


31

Appendix

Relative Value: Investment managers who maintain positions in which the investment thesis is predicated on realization of a valuation discrepancy in the relationship between multiple securities.

Managers employ a variety of fundamental and quantitative techniques to establish investment theses, and security types range broadly across equity, fixed income, derivative or other security types.

Fixed income strategies are typically quantitatively driven to measure the existing relationship between instruments and, in some cases, identify attractive positions in which the risk-adjusted spread

between these instruments represents an attractive opportunity for the investment manager. Relative value position may be involved in corporate transactions also, but as opposed to event driven

exposures, the investment thesis is predicated on realization of a pricing discrepancy between related securities, as opposed to the outcome of the corporate transaction.

Sources of benchmark allocations and investor risk profiles

Benchmark allocations represent the longer-term allocation of assets that is deemed suitable for a particular investor. Except as described below, the benchmark allocations expressed in this presentation

have been developed by UBS Investment Solutions (IS), a business sector within UBS Wealth Management Americas that develops research-based traditional investments (e.g., managed accounts and

mutual fund options) and alternative strategies (e.g., hedge funds, private equity, and real estate) offered to UBS clients. The benchmark allocations are provided for illustrative purposes only and were

designed by IS for hypothetical US investors with a total return objective under seven different Investor Risk Profiles ranging from very conservative to very aggressive. In general, benchmark allocations

will differ among investors according to their individual circumstances, risk tolerance, return objectives and time horizon. Therefore, the benchmark allocations in this presentation may not be suitable for

all investors or investment goals and should not be used as the sole basis of any investment decision. As always, please consult your UBS Financial Advisor to see how these weightings should be

applied or modified according to your individual profile and investment goals.

The process by which IS has derived the benchmark allocations can be described as follows. First, an allocation is made to broad asset classes based on an investor’s risk tolerance and characteristics

(such as preference for international investing). This is accomplished using optimization methods within a mean-variance framework. Based on a proprietary set of capital market assumptions, including

expected returns, risk, and correlation of different asset classes, combinations of the broad asset classes are computed that provide the highest level of expected return for each level of expected risk. A

qualitative judgmental overlay is then applied to the output of the optimization process to arrive at the benchmark allocation. The capital market assumptions used for the benchmark allocations are

developed by UBS Global Asset Management, a subsidiary of UBS AG and an affiliate of UBS Financial Services Inc.

In addition to the benchmark allocations IS derived using the aforementioned process, WMR determined the benchmark allocation by country of Non-US Developed Equity and Non-US Fixed Income in

proportion to each country’s market capitalization, and determined the benchmark allocation by Sector and Industry Group of US Equity in proportion to each sector’s market capitalization. WMR, in

consultation with IS, also determined the benchmark allocation for US dollar taxable fixed income. It was derived from an existing moderate risk taxable fixed income allocation developed by IS, which

includes fewer fixed income segments than the benchmark allocation presented here. The additional fixed income segments were taken by WMR from related segments. For example, TIPS were taken

from Treasuries and Preferred Securities from Corporate Bonds. A level of overall risk similar to that of the original IS allocation was retained.

AI include hedge funds, private equity, real estate, and managed futures. The total benchmark allocation was determined by IS using the process described above. The Wealth Management Americas

Investment Committee (WMA IC) derived the AI subsector benchmark allocations by adopting IS' determination as to the appropriate subsector benchmark allocations with AI for the following risk profiles:

conservative, moderately conservative, moderate, moderate aggressive and aggressive. The WMA IC then developed subsector allocations for very conservative and very aggressive risk profiles by

taking the IS subsector weightings for conservative and aggressive risk profile investors and applying them pro rata to the IS AI total benchmark allocations for very conservative and very aggressive,

respectively. Allocations to AI as illustrated in this report may not be suitable for all investors. In particular, minimum net worth requirements may apply.

The background for the benchmark allocation attributed to commodities can be found in the WMR Education Note, “A pragmatic approach to commodities,” 2 May, 2007.


32

Appendix

Wealth Management Research is published by Wealth Management & Swiss Bank and Wealth Management Americas, Business Divisions of UBS AG (UBS) or an

affiliate thereof. In certain countries UBS AG is referred to as UBS SA. This publication is for your information only and is not intended as an offer, or a solicitation of

an offer, to buy or sell any investment or other specific product. The analysis contained herein does not constitute a personal recommendation or take into account

the particular investment objectives, investment strategies, financial situation and needs of any specific recipient. It is based on numerous assumptions. Different

assumptions could result in materially different results. We recommend that you obtain financial and/or tax advice as to the implications (including tax) of investing

in the manner described or in any of the products mentioned herein. Certain services and products are subject to legal restrictions and cannot be offered worldwide

on an unrestricted basis and/or may not be eligible for sale to all investors. All information and opinions expressed in this document were obtained from sources

believed to be reliable and in good faith, but no representation or warranty, express or implied, is made as to its accuracy or completeness (other than disclosures

relating to UBS and its affiliates). All information and opinions as well as any prices indicated are currently only as of the date of this report, and are subject to

change without notice. Opinions expressed herein may differ or be contrary to those expressed by other business areas or divisions of UBS as a result of using

different assumptions and/or criteria. At any time UBS AG and other companies in the UBS group (or employees thereof) may have a long or short position, or deal

as principal or agent, in relevant securities or provide advisory or other services to the issuer of relevant securities or to a company connected with an issuer. Some

investments may not be readily realizable since the market in the securities is illiquid and therefore valuing the investment and identifying the risk to which you are

exposed may be difficult to quantify. UBS relies on information barriers to control the flow of information contained in one or more areas within UBS, into other areas,

units, divisions or affiliates of UBS. Futures and options trading is considered risky. Past performance of an investment is no guarantee for its future performance.

Some investments may be subject to sudden and large falls in value and on realization you may receive back less than you invested or may be required to pay

more. Changes in FX rates may have an adverse effect on the price, value or income of an investment. This document may not be reproduced or copies circulated

without prior authority of UBS or a subsidiary of UBS. UBS expressly prohibits the distribution and transfer of this document to third parties for any reason. UBS will

not be liable for any claims or lawsuits from any third parties arising from the use or distribution of this document. This report is for distribution only under such

circumstances as may be permitted by applicable law.

Distributed to US persons by UBS Financial Services Inc., a subsidiary of UBS AG. UBS Securities LLC is a subsidiary of UBS AG and an affiliate of UBS Financial

Services Inc. UBS Financial Services Inc. accepts responsibility for the content of a report prepared by a non-US affiliate when it distributes reports to US persons.

All transactions by a US person in the securities mentioned in this report should be effected through a US-registered broker dealer affiliated with UBS, and not

through a non-US affiliate. The contents of this report have not been and will not be approved by any securities or investment authority in the United States or

elsewhere.

Version as per October 2011.

© 2012. The key symbol and UBS are among the registered and unregistered trademarks of UBS. All rights reserved

The information contained in this report has been obtained from sources believed to be reliable, but its accuracy or completeness is notguaranteed. This report is not meant to supersede your custodial statements that should be read regularly. Any opinions expressedherein reflect our judgment at this date and are subject to change. Please report any discrepancies you may find to your UBSInstitutional Consultant.

Rule 204-3 under the Investment Advisers Act of 1940 requires that we make an annual offer to clients to send to them, withoutcharge, a written disclosure statement meeting the requirements of such rule. We will be glad to send you a copy of such statement toyou upon your written request.

Please contact your UBS Institutional Consultant if you have any questions regarding this report, if your financial situation, individualneeds or investment objectives have changed, or if you would like to impose or change any investment restrictions on this account.Please note that you are also required to inform your investment advisor, directly, of any changes in your financial condition, investmentobjectives or investment restrictions on your account.

Prepared For:Gwinnett County Employees Retirement SystemAugust 2, 2012

Prepared by:

Investment Performance

Period Ending June 30, 2012

Gwinnett County Composite

Allen Wright, Earle Dodd, Scott Olsen, Ray Vuicich

Annualized Performance Summary 1

Net Annualized Performance Summary 3

Executive Summary 5

Investment Earnings Report 6

3 Year Capital Market Line 7

5 Year Capital Market Line Chart 8

Capital Market Line Chart 9

Universe Comparisons 10

Benchmark Comparisons Used In This Report 11

Managed Account Performance

Rainier 12

Barrow Hanley 16

Fairpointe Capital 20

William Blair 24

Vaughan Nelson 28

Atlanta Capital 32

Invesco REIT 36

1607 Capital Partners 40

ING 44

Templeton Global Bond 48

Dreyfus International 52

Cash 56

Performance Report Disclosures 59

Inception 06/30/2012 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception RankingConsolidated Portfolio* 12/31/2006 $721,450,797 -1.72% 50 5.92% 34 2.54% 22 13.23% 11 4.16% 3 4.75% 3

Policy Index -1.47% 39 5.75% 43 2.41% 29 12.98% 11 3.11% 9 3.72% 12Dynamic Index -1.34% 30 5.73% 43 2.03% 45 11.89% 38 0.76% 80Large Cap Growth

Rainier 10/22/2007 $85,699,458 -5.06% 45 10.60% 35 2.70% 56 15.80% 53 -0.42% 69Russell 1000 Growth -4.02% 27 10.08% 43 5.76% 18 17.50% 26 2.18% 36

Large Cap ValueBarrow Hanley 01/03/2007 $86,439,416 -2.48% 30 8.33% 30 3.39% 32 15.78% 33 -0.83% 50 0.91% 43Russell 1000 Value -2.20% 23 8.68% 23 3.01% 37 15.80% 33 -2.19% 77 -0.87% 82

Mid Cap CoreFairpointe Capital 03/30/2012 $17,119,817 -3.66% 27 -3.48% 27Russell 2000 -3.47% 22 -3.47% 22

Mid Cap GrowthWilliam Blair 03/30/2012 $17,957,178 -4.89% 55 -4.65% 55Russell 2000 -3.47% 22 -3.47% 22

Mid Cap ValueVaughan Nelson 03/30/2012 $17,471,969 -6.20% 84 -5.98% 84Russell 2000 -3.47% 22 -3.47% 22

Small Cap BlendAtlanta Capital 01/31/2007 $54,580,207 -3.14% 16 5.21% 81 3.60% 4 20.73% 23 8.43% 1 8.83% 1Russell 2000 -3.47% 22 8.53% 38 -2.08% 47 17.80% 69 0.54% 58 1.35% 64

REITSInvesco REIT 01/05/2007 $34,851,513 3.36% 86 14.01% 81 12.81% 90 30.99% 81 4.12% 45 2.44% 52NAREIT Equity 4.00% 22 14.91% 36 12.48% 95 32.40% 81 2.60% 80 78

Foreign Developed Blend1607 Capital Partners 06/30/2008 $93,335,117 -7.05% 53 5.49% 26 -11.05% 17 11.34% 4 -0.38% 6MSCI ACWI ex US Net -7.61% 66 2.76% 76 -14.58% 58 6.96% 43 -4.11% 43

Fixed Income Taxable IntermediateING 12/10/2007 $170,422,022 1.85% 32 2.76% 48 7.27% 31 8.13% 27 7.21% 17Barclays Aggregate 2.06% 21 2.37% 62 7.47% 27 6.93% 50 6.40% 53

Ryan Labs 04/03/2012 $101,636,665 1.75% 35Barclays Aggregate 2.32% 20

Gross of FeesSummary StatementGwinnett County Employees Retirement System

Please be sure to read the DISCLOSURE SECTION at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.The inception date may or may not be coincident with the date that the UBS Institutional Consulting Group commenced providing performance reporting services to you.*Under $1 Billion Public Funds Universe

PAGE1

Inception 06/30/2012 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception Ranking

Emerging MarketsTempleton Global Bond 12/08/2011 $17,733,019 -0.99% 71 6.12% 89 5.56% 89CG World Gov't 0.92% 40 0.41% 99 99

Dreyfus International 12/08/2011 $17,599,084 0.32% 50 2.98% 99 3.43% 99CG World Gov't 0.92% 40 0.41% 99 99

Cash & EquivalentsCash 12/31/2006 $6,605,333 0.29% 0.67% 0.91% 0.44% 1.95% 2.24%Citigroup 3 Mo TBill 0.02% 0.03% 0.04% 0.10% 0.87% 1.25%

Gross of FeesSummary StatementGwinnett County Employees Retirement System


PAGE2

Inception 06/30/2012 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception RankingConsolidated Portfolio* 12/31/2006 $721,450,797 -1.75% 50 5.77% 43 2.21% 38 12.78% 11 3.72% 3 4.30% 3

Policy Index -1.47% 39 5.75% 43 2.41% 29 12.98% 11 3.11% 9 3.72% 12Dynamic Index -1.34% 30 5.73% 43 2.03% 45 11.89% 38 0.76% 80Large Cap Growth

Rainier 10/22/2007 $85,699,458 -5.18% 45 10.31% 31 2.30% 53 15.27% 52 -0.86% 69Russell 1000 Growth -4.02% 23 10.08% 36 5.76% 13 17.50% 18 2.18% 26

Large Cap ValueBarrow Hanley 01/03/2007 $86,439,416 -2.57% 33 8.14% 26 3.01% 32 15.34% 34 -1.21% 48 0.52% 41Russell 1000 Value -2.20% 25 8.68% 18 3.01% 32 15.80% 27 -2.19% 73 -0.87% 71

Mid Cap CoreFairpointe Capital 03/30/2012 $17,119,817 -3.82% 28 -3.63% 28Russell 2000 -3.47% 23 -3.47% 23

Mid Cap GrowthWilliam Blair 03/30/2012 $17,957,178 -4.89% 42 -4.65% 42Russell 2000 -3.47% 23 -3.47% 23

Mid Cap ValueVaughan Nelson 03/30/2012 $17,471,969 -6.38% 80 -6.17% 80Russell 2000 -3.47% 23 -3.47% 23

Small Cap BlendAtlanta Capital 01/31/2007 $54,580,207 -3.24% 17 4.91% 67 2.92% 3 19.83% 17 7.61% 1 8.00% 1Russell 2000 -3.47% 23 8.53% 28 -2.08% 34 17.80% 43 0.54% 44 1.35% 56

REITSInvesco REIT 01/05/2007 $34,851,513 3.18% 84 13.61% 69 12.13% 84 30.33% 76 3.27% 66 1.37% 27NAREIT Equity 4.00% 15 14.91% 7 12.48% 76 32.40% 53 2.60% 83 81

Foreign Developed Blend1607 Capital Partners 06/30/2008 $93,335,117 -7.01% 51 5.22% 34 -11.84% 24 10.50% 9 -1.13% 11MSCI ACWI ex US Net -7.61% 66 2.76% 76 -14.58% 58 6.96% 43 -4.11% 43

Fixed Income Taxable IntermediateING 12/10/2007 $170,422,022 1.79% 30 2.63% 53 7.01% 30 7.87% 32 6.98% 14Barclays Aggregate 2.06% 15 2.37% 60 7.47% 21 6.93% 48 6.40% 41

Ryan Labs 04/03/2012 $101,636,665 2.18% 8Barclays Aggregate 2.32% 16

Net of FeesSummary StatementGwinnett County Employees Retirement System


PAGE3

Inception 06/30/2012 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception Ranking

Emerging MarketsTempleton Global Bond 12/08/2011 $17,733,019 -0.99% 71 6.12% 89 5.56% 89CG World Gov't 0.92% 40 0.41% 99 99

Dreyfus International 12/08/2011 $17,599,084 0.32% 50 2.98% 99 3.43% 99CG World Gov't 0.92% 40 0.41% 99 99

Cash & EquivalentsCash 12/31/2006 $6,605,333 0.29% 0.67% 0.84% 0.42% 1.93% 2.22%Citigroup 3 Mo TBill 0.02% 0.03% 0.04% 0.10% 0.87% 1.25%

Net of FeesSummary StatementGwinnett County Employees Retirement System


PAGE4

Latest Year One Three Five SinceInvestment Returns (%) Quarter to Date Year Years Years Inception

Rainier -5.06 10.60 2.70 15.80 --- 0.01Barrow Hanley -2.48 8.33 3.39 15.78 -0.83 0.73Fairpointe Capital -3.66 --- --- --- --- -3.66William Blair -4.89 --- --- --- --- -4.89Vaughan Nelson -6.20 --- --- --- --- -6.20Atlanta Capital -3.14 5.21 3.60 20.73 8.43 8.59Invesco REIT 3.36 14.01 12.81 30.99 4.12 0.881607 Capital Partners -7.05 5.49 -11.05 11.34 --- -0.38ING 1.85 2.76 7.27 8.13 --- 7.30Ryan Labs --- --- --- --- --- 0.74Templeton Global Bond -0.99 6.12 --- --- --- 6.12Dreyfus International 0.32 2.98 --- --- --- 2.98Cash 0.29 0.67 0.91 0.44 1.95 2.24Policy Index -1.47 5.75 2.41 12.98 3.11 3.72

Latest Quarter Year to Date

Beginning Mkt Value 721,375,376 666,635,874

Net Contributions 38,375,931 40,696,078

Interest And Dividend Income 3,911,662 7,162,661

Net Capital Appreciation (42,153,780) 7,070,809

Fees 498,679 1,189,596

Ending Mkt Value 721,450,797 721,450,797

Standard Deviation (Risk)18.0017.0016.0015.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00

An

nualiz

ed R

ate

of

Ret

urn

(%

)

4.00

3.00

2.00

1.00

Return Std Dev Beta Alpha R-Squared

Composite 4.16 13.27 0.88 1.21 97.98

Policy Index 3.11 14.95 1.00 0.00 100.00

3 Mth T-Bill 0.71 0.60 1.00 0.00 100.00

Policy Index

3 Mth T-Bill

Composite

Policy Index

3 Mth T-Bill

More ReturnLess Risk

More ReturnMore Risk

Less ReturnLess Risk

Less ReturnMore Risk

Total Market ValueAs of June 30, 2012

$ 721,450,797

Value Percent

ING 170,422,022 23.62

Ryan Labs 101,636,665 14.09

1607 Capital Partners 93,335,117 12.94

Barrow Hanley 86,439,416 11.98

Rainier 85,699,458 11.88

Atlanta Capital 54,580,207 7.57

Invesco REIT 34,851,513 4.83

William Blair 17,957,178 2.49

Templeton Global Bond 17,733,019 2.46

Dreyfus International 17,599,084 2.44

Vaughan Nelson 17,471,969 2.42

Fairpointe Capital 17,119,817 2.37

Cash 6,605,333 0.91

Allocation - by Manager Risk vs Reward

Executive Summary as of June 30, 2012Gwinnett County Composite

Please be sure to read the DISCLOSURE SECTION at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.The inception date may or may not be coincident with the date that the UBS Institutional Consulting Group commenced providing performance reporting services to you.

PAGE5

Manager Beginning Interest Net Ending TotalAnd Market New And Capital Market Investment Rate Of

Asset Class Value Money Dividends Appreciation Value Earnings Return

Rainier 94,214,765 0 152,292 -8,667,600 85,699,458 -8,515,307 -5.06

Barrow Hanley 92,461,936 0 852,774 -6,875,293 86,439,416 -6,022,520 -2.48

Fairpointe Capital 18,773,276 95,166 34,007 -1,782,632 17,119,817 -1,748,625 -3.66

William Blair 18,785,216 95,166 53,769 -976,973 17,957,178 -923,204 -4.89

Vaughan Nelson 18,779,626 95,166 41,568 -1,444,391 17,471,969 -1,402,823 -6.20

Atlanta Capital 60,011,041 0 151,172 -5,582,007 54,580,207 -5,430,834 -3.14

Invesco REIT 33,777,570 0 2 1,073,941 34,851,513 1,073,943 3.36

1607 Capital 100,149,344 0 762,843 -7,577,070 93,335,117 -6,814,227 -7.05

ING 246,050,126 -66,069,511 1,274,584 -10,833,178 170,422,022 -9,558,593 1.85

Ryan Labs N/A 100,481,973 340,540 814,152 101,636,665 1,154,692 N/A

Templeton Global 17,910,445 0 216,908 -394,334 17,733,019 -177,426 -0.99

Dreyfus Intl 17,543,062 0 67,150 -11,128 17,599,084 56,022 0.32

Cash 2,622,416 3,969,103 13,814 0 6,605,333 13,814 0.29

Optimum/SSGA Mid Cap Index 296,553 -291,132 -49,761 44,340 N/A -5,421 N/A

Gwinnett County 721,375,376 38,375,931 3,911,662 -42,212,173 721,450,797 -38,300,510 -1.72

Investment EarningsMarch 31, 2012 Through June 30, 2012

Please be sure to read the DISCLOSURE section at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.

PAGE6

Standard Deviation (Risk)15.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00

Ann

ualiz

ed R

ate

of

Retu

rn (%

)

15.00

14.00

13.00

12.00

11.00

10.00

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00


Composite 13.23 11.99 0.95 0.86 98.98

Policy Index 12.98 12.61 1.00 0.00 100.00

3 Mth T-Bill 0.10 0.03 1.00 0.00 100.00

Policy Index

3 Mth T-Bill

CompositePolicy Index

3 Mth T-Bill





Risk versus Reward AnalysisJune 30, 2009 Through June 30, 2012

Please be sure to read the DISCLOSURE section at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.The comparative benchmark used in this analysis is the Policy Index.

PAGE7

Standard Deviation (Risk)18.0017.0016.0015.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00

Ann

ualiz

ed R

ate

of

Retu

rn (%

)

4.00

3.00

2.00

1.00


Composite 4.16 13.27 0.88 1.21 97.98

Policy Index 3.11 14.95 1.00 0.00 100.00

3 Mth T-Bill 0.71 0.60 1.00 0.00 100.00

Policy Index

3 Mth T-Bill

Composite

Policy Index

3 Mth T-Bill





Risk versus Reward AnalysisJune 30, 2007 Through June 30, 2012


PAGE8

Standard Deviation (Risk)17.0016.0015.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00

Ann

ualiz

ed R

ate

of

Retu

rn (%

)

5.00

4.00

3.00

2.00

1.00


Composite 4.75 12.66 0.88 1.21 97.94

Policy Index 3.72 14.24 1.00 0.00 100.00

3 Mth T-Bill 1.10 0.84 1.00 0.00 100.00

Policy Index

3 Mth T-Bill

Composite

Policy Index

3 Mth T-Bill





Risk versus Reward AnalysisDecember 31, 2006 Through June 30, 2012


PAGE9

Rate

of

Ret

urn

(%

)

15

10

5

0

-5

-10Quarter Fiscal YTD One Year Three Years Five Years 12/2006-6/2012

Highest Value 1.96 7.88 8.83 14.92 4.76 5.02 First Quartile -1.26 6.45 2.52 12.31 2.73 3.53 Median Value -1.68 5.45 1.77 11.25 1.95 2.78 Third Quartile -2.51 4.62 -0.01 10.07 0.83 2.17 Lowest Value -5.88 -3.09 -8.61 2.40 -0.67 0.30 Mean -1.71 5.15 1.39 10.49 1.81 2.70

Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Gwinnett County -1.72 50 5.92 34 2.54 22 13.23 11 4.16 3 4.75 3 Policy Index -1.47 39 5.75 43 2.41 29 12.98 11 3.11 9 3.72 12 Dynamic Index -1.34 30 5.73 43 2.03 45 11.89 38 0.76 80 N/A N/A

Rate

of

Retu

rn (

%)

30

20

10

0

-10

-20

-30

-402011 2010 2009 2008 2007

Highest Value 8.26 18.28 33.98 -5.13 12.17 First Quartile 2.65 14.23 21.28 -20.73 8.38 Median Value 1.40 12.63 18.70 -24.38 7.13 Third Quartile -0.31 11.66 16.41 -26.70 6.32 Lowest Value -6.89 2.46 5.79 -36.14 4.74 Mean 0.99 11.95 19.10 -23.86 7.42

Return Rank Return Rank Return Rank Return Rank Return Rank Gwinnett County 2.02 29 15.18 11 22.23 23 -21.51 24 8.08 32 Policy Index 1.71 45 14.38 22 23.40 20 -24.20 45 6.23 80 Dynamic Index 1.17 54 13.65 36 19.45 47 -24.15 45 N/A N/A

Annual Periods

Trailing Periods

Composite Peer Universe Comparison versus BNY Mellon Public Funds Less Than $1 Billion Managers


PAGE10

COMPOSITE BENCHMARK

11/30/2011 - Present 35.00% Barclays Aggregate 15.00% MSCI ACWI ex US Net 12.50% Russell 1000 Growth 12.50% Russell 1000 Value 7.50% Russell 2000 7.50% Russell Midcap 5.00% Citigroup World Gov't Bond 5.00% NAREIT Equity 06/30/2005 - 11/30/2011 35.00% Barclays Aggregate 15.00% MSCI ACWI ex US Net 12.50% Russell 1000 Growth 12.50% Russell 1000 Value 7.50% Russell 2000 7.50% Russell Midcap 5.00% JP Morgan Emerging Mkt Bnd + Index 5.00% NAREIT Equity

The primary index comparison for your portfolio and each of its asset classes is listed below.

Please be sure to read the DISCLOSURE SECTION at the beginning of this report which contains important disclosures and disclaimers on the information provided to you in this report.

Benchmark Comparisons Used In This Report

PAGE11

Rainier

Market PercentSecurity Sector Value of Total

1 APPLE COMPUTER INC Information Technology 6,047,320 7.132 MICROSOFT CORP Information Technology 2,499,815 2.953 GOOGLE INC CL A Information Technology 2,485,600 2.934 SCHLUMBERGER Energy 2,447,107 2.885 PHILIP MORRIS INTL INC Consumer Staples 2,171,029 2.566 COSTCO WHSL CORP NEW Consumer Staples 2,037,750 2.407 EBAY INC Information Technology 1,944,223 2.298 QUALCOMM INC Information Technology 1,928,755 2.279 PRECISION CASTPARTS CORP Industrials 1,794,586 2.1110 MASTERCARD INC CL A Information Technology 1,724,741 2.03

Top Ten Total 25,080,926 29.55



Net Contributions -- --

Interest And Dividend Income 152,292 314,322


Fees 117,407 240,748

Ending Mkt Value 85,699,458 85,699,458

Distribution of Assets Time Weighted Rates of ReturnMarket Value Market Value Latest Year To One Three Since 06/30/2012 Allocation 03/31/2012 Allocation Quarter Date Year Years Inception

Rainier $85,699,458 100.00% $94,214,765 100.00% -5.06% 10.60% 2.70% 15.80% 0.01%

Cash & Equivalents 0.9%InternationalEquity 4.3%

Equity 94.8%

Standard Deviation (Risk)25.0024.0023.0022.0021.0020.0019.0018.0017.0016.0015.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00-2.00-3.00

An

nualiz

ed R

ate

of

Ret

urn

(%

)

19.00

18.00

17.00

16.00

15.00

14.00

13.00

12.00

11.00

10.00

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00

-2.00


Total Portfolio 15.80 21.06 1.08 -2.61 98.40

Russell 1000 Growth 17.50 19.38 1.00 0.00 100.00

Barclays Treas Bill 0.15 0.04 1.00 0.00 100.00

Russell 1000 Growth

Barclays Treas Bill

Total Portfolio

Russell 1000 Growth

Barclays Treas Bill





Asset Allocation

Top 10 Equity Positions Risk Vs Reward

Change in Financial Position

Executive Summary as of June 30, 2012Rainier


PAGE12

Rat

e o

f R

etu

rn (

%)

20

15

10

5

0

-5

-10Quarter Fiscal YTD One Year Three Years 10/2007-6/2012

Highest Value -1.20 13.64 9.83 19.90 4.16 First Quartile -3.89 11.03 5.12 17.67 1.80 Median Value -5.25 9.68 3.32 16.12 0.71 Third Quartile -6.05 7.85 0.87 14.21 -0.33 Lowest Value -8.00 4.40 -6.33 11.50 -3.52 Mean -5.00 9.44 2.76 15.97 0.69

Return Rank Return Rank Return Rank Return Rank Return Rank Rainier -5.06 45 10.60 35 2.70 56 15.80 53 0.01 69 Russell 1000 Growth -4.02 27 10.08 43 5.76 18 17.50 26 1.44 36

Rat

e o

f Ret

urn

(%

)

5040302010

0-10-20-30-40-50

2011 2010 2009 2008 Highest Value 7.08 24.97 50.89 -27.93 First Quartile 2.58 19.00 38.80 -34.93 Median Value -0.09 16.11 35.03 -37.78 Third Quartile -2.91 13.61 30.33 -40.38 Lowest Value -8.15 10.33 20.54 -48.70 Mean -0.19 16.44 34.97 -37.80

Return Rank Return Rank Return Rank Return Rank Rainier -2.69 73 18.22 30 32.04 69 -41.18 81 Russell 1000 Growth 2.64 23 16.71 45 37.21 34 -38.44 55

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Large Cap Growth Managers


PAGE13

Up Market Performance

Rat

e of

Ret

urn

(%

)

44.042.040.0

38.036.034.032.030.028.026.024.0

22.020.018.016.014.012.010.0

8.0

6.04.02.00.0

Three Years Five Years

Total Portfolio 41.90 N/A

Russell 1000 Growth 42.11 39.35

Difference -0.21 N/A

Ratio 1.00 N/A

Up Periods 9 12

Down Market Performance

Rat

e of

Ret

urn

(%

)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

-30.0

-32.0

-34.0


Total Portfolio -29.33 N/A

Russell 1000 Growth -26.42 -34.76

Difference -2.91 N/A

Ratio 1.11 N/A

Down Periods 3 8

Performance in Rising and Declining MarketsJune 30, 2007 Through June 30, 2012

Please be sure to read the DISCLOSURE SECTION at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.

PAGE14

Fund's Average Investment Exposure and Market Index Returns

Quarter

Asset Class

Cash & Equivalents 3.33

Equity 96.77

International Equity -0.15

Change Me 0.00

Asset Class Index Performance

Barclays Treas Bill 0.03

Russell 1000 Growth -4.02

Total Portfolio and Benchmark Performance

Dynamic Index -3.88

Policy Index -4.02

Portfolio Return -5.06

Value Added By Manager

Market Timing 0.14

Security Selection -1.19

Total Value Added -1.04

Market Timing And Security SelectionMarch 31, 2012 Through June 30, 2012


PAGE15

Barrow Hanley


1 UNITEDHEALTH GROUP INC Health Care 3,395,574 3.952 WELLS FARGO & CO NEW Financials 3,191,380 3.713 MICROSOFT CORP Information Technology 3,028,410 3.524 RAYTHEON COMPANY Industrials 2,801,205 3.265 MEDTRONIC INC Health Care 2,707,227 3.156 DIAGEO PLC NEW GB SPON ADR Consumer Staples 2,656,320 3.097 BAXTER INTL INC Health Care 2,638,366 3.078 AMERICAN EXPRESS CO Financials 2,572,882 2.999 OCCIDENTAL PETE CORP Energy 2,561,778 2.9810 STATE STREET CORP Financials 2,531,088 2.94

Top Ten Total 28,084,230 32.65




Interest And Dividend Income 852,774 1,563,969


Fees 79,673 153,568

Ending Mkt Value 86,439,416 86,439,416

Distribution of Assets Time Weighted Rates of ReturnMarket Value Market Value Latest Year To One Three Since 06/30/2012 03/31/2012 Quarter Date Year Years Inception

Barrow Hanley $86,439,416 $92,461,936 -2.48% 8.33% 3.39% 15.78% 0.73%

Cash & Equivalents0.5%International

Equity 11.7%

Equity 87.8%

Standard Deviation (Risk)28.0026.0024.0022.0020.0018.0016.0014.0012.0010.008.006.004.002.000.00-2.00

An

nualiz

ed R

ate

of

Ret

urn

(%

)

1.00

0.00

-1.00

-2.00


Total Portfolio -0.83 22.08 0.93 1.05 95.09

Russell 1000 Value -2.19 23.24 1.00 0.00 100.00


Russell 1000 Value

Barclays Treas Bill

Total Portfolio

Russell 1000 Value

Barclays Treas Bill





Asset Allocation

Top 10 Equity Positions Risk vs Reward


Executive Summary as of June 30, 2012Barrow Hanley


PAGE16

Rat

e o

f R

etu

rn (

%)

20

15

10

5

0

-5

Quarter Fiscal YTD One Year Three Years Five Years 1/2007-6/2012 Highest Value -0.16 10.64 10.17 19.73 4.36 5.10 First Quartile -2.25 8.58 4.27 16.30 0.75 1.69 Median Value -3.56 7.05 1.98 14.73 -0.80 0.44 Third Quartile -4.85 5.72 -0.84 13.28 -1.91 -0.70 Lowest Value -7.53 2.51 -6.95 10.77 -4.38 -3.05 Mean -3.58 7.07 1.69 14.86 -0.52 0.61

Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Barrow Hanley -2.48 30 8.33 30 3.39 32 15.78 33 -0.83 50 0.73 43 Russell 1000 Value -2.20 23 8.68 23 3.01 37 15.80 33 -2.19 77 -1.16 82

Rat

e o

f Ret

urn

(%

)

50

40

30

20

10

0

-10

-20

-30

-40

-502011 2010 2009 2008

Highest Value 10.63 19.63 44.48 -24.25 First Quartile 3.62 16.28 29.56 -32.05 Median Value 0.80 14.52 24.89 -34.88 Third Quartile -1.58 12.92 20.84 -37.18 Lowest Value -8.22 9.87 13.27 -44.11 Mean 1.02 14.69 25.64 -34.49

Return Rank Return Rank Return Rank Return Rank Barrow Hanley 4.43 19 11.16 93 23.22 59 -34.66 46 Russell 1000 Value 0.39 56 15.51 35 19.69 81 -36.85 71

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Large Cap Value Managers


PAGE17


Rat

e of

Ret

urn

(%

)

50.0

45.0

40.0

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0.0


Total Portfolio 46.98 50.70

Russell 1000 Value 46.40 50.30

Difference 0.58 0.41

Ratio 1.01 1.01

Up Periods 8 9


Rat

e of

Ret

urn

(%

)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

-30.0


Total Portfolio -28.16 -29.59

Russell 1000 Value -27.54 -31.18

Difference -0.61 1.59

Ratio 1.02 0.95

Down Periods 4 11



PAGE18


Quarter

Asset Class


Equity 98.75

International Equity 0.00

Change Me 0.00



Russell 1000 Value -2.20


Dynamic Index -2.15

Policy Index -2.20



Market Timing 0.05





PAGE19


Beginning Mkt Value 18,773,276 --

Net Contributions 95,166 18,832,656

Interest And Dividend Income 34,007 --

Net Capital Appreciation (1,782,632) --

Fees 30,507 30,507

Ending Mkt Value 17,119,817 17,119,817

Inception

Rate

of

Retu

rn (

%)

0

-1

-2

-3

-4

Total Portfolio Russell 2000

3/2012 6/2012

Dolla

r V

alue

101

100

99

98

97

96

95

94

93

92

91

90

Inception

Total Portfolio -3.66

Russell 2000 -3.47

Asset Allocation

Portfolio Performance Growth of a Dollar


Executive Summary as of June 30, 2012Fairpointe Capital


PAGE20

Rate

of

Ret

urn

(%

)

0

-1

-2

-3

-4

-5

-6

-7

-8

3/2012-6/2012 Highest Value -2.08 First Quartile -3.59 Median Value -4.75 Third Quartile -5.85 Lowest Value -8.00 Mean -4.63

Return Rank Fairpointe Capital -3.66 27 Russell 2000 -3.47 22

Trailing Periods

Total Portfolio Peer Universe Comparison versus Small Cap Core Managers


PAGE21


Rat

e of

Ret

urn

(%

)

55.0

50.0

45.0

40.0

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0.0


Total Portfolio N/A N/A

Russell 2000 56.37 54.53

Difference N/A N/A

Ratio N/A N/A

Up Periods 8 10


Rat

e of

Ret

urn

(%

)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

-30.0

-32.0

-34.0



Russell 2000 -33.15 -34.59

Difference N/A N/A

Ratio N/A N/A

Down Periods 4 10



PAGE22


Quarter

Asset Class


Equity 95.97


Change Me 0.00



Russell 2000 -3.47


Dynamic Index -3.38

Policy Index -3.47



Market Timing 0.10





PAGE23





Net Capital Appreciation (976,973) --

Fees -- --

Ending Mkt Value 17,957,178 17,957,178

Cash & Equivalents4.2%

Equity 95.8%

Inception

Rate

of

Retu

rn (

%)

0

-1

-2

-3

-4

-5

-6


3/2012 6/2012

Dolla

r V

alue

102

101

100

99

98

97

96

95

94

93

92

91

Inception


Russell 2000 -3.47

Asset Allocation



Executive Summary as of June 30, 2012William Blair


PAGE24

Rate

of

Ret

urn

(%

)

0

-1

-2

-3

-4

-5

-6

-7

-8


Return Rank William Blair -4.89 55 Russell 2000 -3.47 22

Trailing Periods



PAGE25


Rat

e of

Ret

urn

(%

)

55.0

50.0

45.0

40.0

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0.0



Russell 2000 56.37 54.53

Difference N/A N/A

Ratio N/A N/A

Up Periods 8 10


Rat

e of

Ret

urn

(%

)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

-30.0

-32.0

-34.0



Russell 2000 -33.15 -34.59

Difference N/A N/A

Ratio N/A N/A

Down Periods 4 10



PAGE26


Quarter

Asset Class


Equity 97.69



Russell 2000 -3.47


Dynamic Index -3.47

Policy Index -3.47



Market Timing 0.00





PAGE27





Net Capital Appreciation (1,444,391) --

Fees 37,712 37,712

Ending Mkt Value 17,471,969 17,471,969Equity 94.6%

Cash & Equivalents 0.5%

InternationalEquity 4.9%

Inception

Rate

of

Retu

rn (

%)

0

-1

-2

-3

-4

-5

-6

-7


3/2012 6/2012

Dolla

r V

alue

101

100

99

98

97

96

95

94

93

92

91

Inception


Russell 2000 -3.47

Asset Allocation



Executive Summary as of June 30, 2012Vaughan Nelson


PAGE28

Rate

of

Ret

urn

(%

)

0

-1

-2

-3

-4

-5

-6

-7

-8


Return Rank Vaughan Nelson -6.20 84 Russell 2000 -3.47 22

Trailing Periods



PAGE29


Rat

e of

Ret

urn

(%

)

55.0

50.0

45.0

40.0

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0.0



Russell 2000 56.37 54.53

Difference N/A N/A

Ratio N/A N/A

Up Periods 8 10


Rat

e of

Ret

urn

(%

)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

-30.0

-32.0

-34.0



Russell 2000 -33.15 -34.59

Difference N/A N/A

Ratio N/A N/A

Down Periods 4 10



PAGE30


Quarter

Asset Class


Equity 97.77




Russell 2000 -3.47


Dynamic Index -3.34

Policy Index -3.47



Market Timing 0.14





PAGE31

Atlanta Capital


1 MORNINGSTAR INC Consumer Disc. 1,949,208 3.572 SALLY BEAUTY CO INC Consumer Disc. 1,711,453 3.133 HENRY JACK & ASSOC INC Information Technology 1,595,860 2.924 KIRBY CORPORATION Industrials 1,593,187 2.925 LKQ CORP Industrials 1,546,134 2.836 BIO RAD LABORATORIES INC CL A Health Care 1,517,152 2.787 DRIL-QUIP INC Energy 1,444,292 2.648 FAIR ISAAC CORP Information Technology 1,418,917 2.609 BLACKBAUD INC Information Technology 1,369,238 2.5110 MANHATTAN ASSOC INC Information Technology 1,316,448 2.41

Top Ten Total 15,461,888 28.30





Net Capital Appreciation (5,582,007) (935,926)

Fees -- 106,549

Ending Mkt Value 54,580,207 54,580,207

Distribution of Assets Time Weighted Rates of ReturnMarket Value Market Value Latest Year To One Three Since 06/30/2012 03/31/2012 Quarter Date Year Years Inception

Atlanta Capital $54,580,207 $60,011,041 -3.14% 5.21% 3.60% 20.73% 8.59%

Standard Deviation (Risk)32.0030.0028.0026.0024.0022.0020.0018.0016.0014.0012.0010.008.006.004.002.000.00-2.00

An

nualiz

ed R

ate

of

Ret

urn

(%

)

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00


Total Portfolio 8.43 20.67 0.76 6.90 96.24

Russell 2000 0.54 26.55 1.00 0.00 100.00


Russell 2000

Barclays Treas Bill

Total Portfolio

Russell 2000

Barclays Treas Bill





Asset Allocation

Top 10 Equity Positions Risk vs Reward


Executive Summary as of June 30, 2012Atlanta Capital


PAGE32

Rate

of

Ret

urn

(%

)

25

20

15

10

5

0

-5

-10

-15

Quarter Fiscal YTD One Year Three Years Five Years 3/2007-6/2012 Highest Value -2.08 11.47 4.41 23.89 6.79 7.73 First Quartile -3.59 9.08 0.26 20.64 3.01 4.04 Median Value -4.75 7.70 -2.33 18.84 0.91 1.99 Third Quartile -5.85 5.90 -4.33 17.17 -0.79 0.38 Lowest Value -8.00 2.09 -12.97 10.36 -3.37 -1.92 Mean -4.63 7.61 -2.11 18.74 1.19 2.33

Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Atlanta Capital -3.14 16 5.21 81 3.60 4 20.73 23 8.43 1 8.76 1 Russell 2000 -3.47 22 8.53 38 -2.08 47 17.80 69 0.54 58 1.34 62

Rat

e o

f Ret

urn

(%

)

60

50

40

30

20

10

0

-10

2011 2010 2009 Highest Value 6.97 35.92 55.17 First Quartile 1.87 30.04 39.12 Median Value -0.91 27.73 30.64 Third Quartile -4.06 24.74 25.42 Lowest Value -11.66 20.63 15.85 Mean -1.44 27.66 32.37

Return Rank Return Rank Return Rank Atlanta Capital 10.18 1 25.78 66 26.90 70 Russell 2000 -4.18 77 26.85 60 27.17 68

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Small Cap Core Mutual Funds


PAGE33


Rat

e of

Ret

urn

(%

)

55.0

50.0

45.0

40.0

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0.0



Russell 2000 56.37 54.53

Difference -5.78 -7.53

Ratio 0.90 0.86

Up Periods 8 10


Rat

e of

Ret

urn

(%

)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

-30.0

-32.0

-34.0



Russell 2000 -33.15 -34.59


Ratio 0.68 0.58

Down Periods 4 10



PAGE34


Quarter

Asset Class


Equity 95.48

Change Me 0.00



Russell 2000 -3.47


Dynamic Index -3.29

Policy Index -3.47



Market Timing 0.19

Security Selection 0.14

Total Value Added 0.33



PAGE35




Interest And Dividend Income 2 2

Net Capital Appreciation 1,132,334 4,290,109

Fees 58,393 114,626

Ending Mkt Value 34,851,513 34,851,513

Real Estate100.0%

Quarter One Year Three Years Five Years Inception

Rate

of

Ret

urn

(%

)

30

25

20

15

10

5

0

Total Portfolio NAREIT Equity

Standard Deviation (Risk)42.0040.0038.0036.0034.0032.0030.0028.0026.0024.0022.0020.0018.0016.0014.0012.0010.008.006.004.002.000.00-2.00-4.00

Annu

aliz

ed R

ate

of

Retu

rn (%

)

4.00

3.00

2.00

1.00


Total Portfolio 4.12 32.15 0.93 1.07 99.54

Nareit Equity 2.60 34.53 1.00 0.00 100.00


NAREIT Equity

Barclays Treas Bill

Total Portfolio

NAREIT Equity

Barclays Treas Bill





Asset Allocation

Portfolio Performance Risk vs Reward


Executive Summary as of June 30, 2012Invesco REIT


PAGE36

Rat

e o

f R

etu

rn (

%)

35

30

25

20

15

10

5

0

Quarter Fiscal YTD One Year Three Years Five Years 1/2007-6/2012 Highest Value 4.46 15.66 15.34 35.13 7.02 4.28 First Quartile 3.93 15.04 14.59 34.09 5.35 2.16 Median Value 3.66 14.74 14.19 33.36 3.97 1.05 Third Quartile 3.38 14.02 13.62 32.64 3.35 0.37 Lowest Value 3.13 10.43 12.47 11.81 -0.97 -1.95 Mean 3.69 14.38 14.16 32.25 3.92 1.03

Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Invesco REIT 3.36 86 14.01 81 12.81 90 30.99 81 4.12 45 0.88 52 NAREIT Equity 4.00 22 14.91 36 12.48 95 32.40 81 2.60 80 -0.25 78

Rat

e o

f Ret

urn

(%

)

50

4030

2010

0-10-20

-30-40-50

2011 2010 2009 2008 Highest Value 15.74 35.09 46.88 -12.23 First Quartile 11.61 30.18 34.17 -31.45 Median Value 10.24 29.02 31.14 -35.20 Third Quartile 8.99 26.49 26.77 -38.95 Lowest Value -0.75 15.32 -28.83 -45.15 Mean 9.72 27.95 28.76 -34.84

Return Rank Return Rank Return Rank Return Rank Invesco REIT 9.52 59 24.40 83 30.76 51 -33.61 31 NAREIT Equity 8.27 78 27.94 62 28.01 68 -37.73 66

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus REIT/Real Estate Managers


PAGE37


Rat

e of

Ret

urn

(%

)

50.0

45.0

40.0

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0.0



NAREIT Equity 52.00 48.92

Difference -1.87 -1.45

Ratio 0.96 0.97

Up Periods 10 14


Rat

e of

Ret

urn

(%

)

0.0

-5.0

-10.0

-15.0

-20.0

-25.0

-30.0

-35.0

-40.0

-45.0

-50.0

-55.0



NAREIT Equity -18.53 -56.99

Difference -0.10 3.21

Ratio 1.01 0.94

Down Periods 2 6



PAGE38


Quarter

Asset Class


Real Estate 99.96

Change Me 0.00



NAREIT Equity 4.00


Dynamic Index 0.03

Policy Index 4.00

Portfolio Return 3.36


Market Timing -3.97





PAGE39






Fees 174,987 363,071

Ending Mkt Value 93,335,117 93,335,117

Cash & Equivalents3.6%

InternationalEquity 96.4%

Quarter One Year Three Years Inception

Rate

of

Ret

urn

(%

)

12

10

8

6

4

2

0

-2

-4

-6

-8

-10

-12

-14

Total Portfolio MSCI ACWI ex US Net

Standard Deviation (Risk)32.0030.0028.0026.0024.0022.0020.0018.0016.0014.0012.0010.008.006.004.002.000.00-2.00

Annualiz

ed R

ate

of

Ret

urn

(%

)

1.00

0.00

-1.00

-2.00

-3.00

-4.00

-5.00



MSCI ACWI ex US Net

Barclays Treas BillBarclays Treas Bill





Asset Allocation



Executive Summary as of June 30, 20121607 Capital Partners


PAGE40

Rat

e o

f R

etu

rn (

%)

15

10

5

0

-5

-10

-15

-20

Quarter Fiscal YTD One Year Three Years 6/2008-6/2012 Highest Value -4.27 8.61 -6.43 12.61 0.85 First Quartile -6.24 5.61 -11.88 8.83 -2.59 Median Value -6.98 4.24 -13.95 6.66 -4.56 Third Quartile -8.08 2.83 -15.84 5.44 -5.73 Lowest Value -10.57 0.00 -21.14 1.74 -9.25 Mean -7.19 4.17 -13.98 6.96 -4.21

Return Rank Return Rank Return Rank Return Rank Return Rank 1607 Capital -7.05 53 5.49 26 -11.05 17 11.34 4 -0.38 6 MSCI ACWI ex US Net -7.61 66 2.76 76 -14.58 58 6.96 43 -4.11 43

Rat

e o

f Ret

urn

(%

)

50

0

2011 2010 2009 Highest Value -7.63 22.41 80.73 First Quartile -11.86 14.20 38.90 Median Value -13.69 10.55 32.88 Third Quartile -15.59 8.04 28.06 Lowest Value -22.43 3.89 20.64 Mean -13.88 11.51 34.47

Return Rank Return Rank Return Rank 1607 Capital -11.72 24 20.87 4 46.88 10 MSCI ACWI ex US Net -13.71 50 11.15 43 41.47 15

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus International Equity Managers


PAGE41


Rat

e of

Ret

urn

(%

)

40.0

38.0

36.0

34.0

32.0

30.0

28.0

26.0

24.0

22.0

20.0

18.0

16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0.0



MSCI ACWI ex US Net 32.63 39.94

Difference 3.71 N/A

Ratio 1.11 N/A

Up Periods 9 11


Rat

e of

Ret

urn

(%

)

2.0

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

-30.0

-32.0

-34.0

-36.0

-38.0

-40.0



MSCI ACWI ex US Net -35.17 -40.30

Difference 3.88 N/A

Ratio 0.89 N/A

Down Periods 3 9



PAGE42


Quarter

Asset Class


Equity 0.00


Change Me 0.00



MSCI ACWI ex US Net -7.61


Dynamic Index -7.32

Policy Index -7.61



Market Timing 0.29





PAGE43

Ing Market Percent

Security Sector Value of Total1 U S TREASURY NOTE US Treasury Notes 14,158,854 8.422 UNITED STATES TREASURY NOTES US Treasury Notes 12,846,009 7.643 U S TREASURY NOTE US Treasury Notes 4,718,048 2.814 FREDDIE MAC NTS Federal Agency Securities 3,715,025 2.215 UNITED STATES T US Treasury Bonds 3,511,102 2.096 UNITED STATES TREAS NTDTD US Treasury Notes 3,467,660 2.067 U S TREASURY NOTE US Treasury Notes 3,310,667 1.978 U S TREASURY NOTE US Treasury Notes 3,137,199 1.879 NGN 2010-C1 A2 COLLATERALIZED MORTGAGE OBLIGA 2,708,275 1.6110 GOVT NATL MTG ASSN II PASS US Treasury Bills 2,411,214 1.43

Top Ten Total 53,984,053 32.11



Net Contributions (66,069,511) (88,069,511)

Interest And Dividend Income 1,274,584 2,997,730

Net Capital Appreciation (10,833,178) (9,036,086)

Fees -- 142,815

Ending Mkt Value 170,422,022 170,422,022

Distribution Of Assets Time Weighted Rates Of ReturnMarket Value Market Value Latest Year To One Three Since 06/30/2012 03/31/2012 Quarter Date Year Years Inception

ING $170,422,022 $246,050,126 1.85% 2.76% 7.27% 8.13% 7.30%

ING 100.0%

Standard Deviation (Risk)4.003.002.001.000.00

An

nualiz

ed R

ate

of

Ret

urn

(%

)

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00


Total Portfolio 8.13 3.41 1.01 1.07 90.03

Barclays Aggregate 6.93 3.20 1.00 0.00 100.00


Barclays Aggregate

Barclays Treas Bill

Total Portfolio

Barclays Aggregate

Barclays Treas Bill





Asset Allocation

Top 10 Fixed Income Positions Risk vs Reward


Executive Summary as of June 30, 2012ING


PAGE44

Rat

e o

f R

etu

rn (

%)

12

10

8

6

4

2

0

Quarter Fiscal YTD One Year Three Years 12/2007-6/2012 Highest Value 2.71 5.37 9.73 11.61 8.68 First Quartile 1.98 3.48 7.73 8.31 7.01 Median Value 1.54 2.72 6.35 6.93 6.31 Third Quartile 1.31 2.07 5.57 5.91 5.57 Lowest Value 0.60 1.29 3.19 4.16 4.19 Mean 1.61 2.90 6.48 7.20 6.29

Return Rank Return Rank Return Rank Return Rank Return Rank ING 1.85 32 2.76 48 7.27 31 8.13 27 7.30 17 Barclays Aggregate 2.06 21 2.37 62 7.47 27 6.93 50 6.21 53

Rat

e o

f Ret

urn

(%

)

35302520151050

-5-10-15-20

2011 2010 2009 2008 Highest Value 9.93 11.72 32.39 9.44 First Quartile 7.73 7.82 11.86 5.86 Median Value 6.39 6.47 8.39 4.15 Third Quartile 5.42 5.42 6.21 0.24 Lowest Value 2.70 2.60 2.67 -16.67 Mean 6.44 6.63 9.99 2.46

Return Rank Return Rank Return Rank Return Rank ING 7.40 32 7.88 23 8.84 46 5.98 24 Barclays Aggregate 7.84 22 6.54 47 5.93 78 5.24 31

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Intermediate Bond Managers


PAGE45


Rat

e of

Ret

urn

(%

)

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0



Barclays Aggregate 8.10 8.76

Difference 1.31 N/A

Ratio 1.16 N/A

Up Periods 11 17


Rat

e of

Ret

urn

(%

)

0.0

-1.0

-2.0



Barclays Aggregate -1.30 -2.77

Difference 0.03 N/A

Ratio 0.98 N/A

Down Periods 1 3



PAGE46


Quarter

Asset Class

Cash & Equivalents -8.15

US Treasury Bills 0.00

Fixed Income 109.75

Equity 0.00

Change Me 0.16



N/A

Barclays Aggregate 2.06


Dynamic Index N/A

Policy Index 2.06



Market Timing N/A

Security Selection N/A




PAGE47



Net Contributions -- 15,000,000


Net Capital Appreciation (394,334) (115,112)

Fees -- --

Ending Mkt Value 17,733,019 17,733,019

Fixed Income100.0%

Quarter Inception

Rate

of

Ret

urn

(%

)

7

6

5

4

3

2

1

0

-1

-2

TOTAL FUND CG World Gov't

Standard Deviation (Risk)10.009.008.007.006.005.004.003.002.001.000.00

Annualiz

ed R

ate

of

Ret

urn

(%

)

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00



CG World Gov't






Asset Allocation



Executive Summary as of June 30, 2012Templeton Global Bond


PAGE48

Rat

e o

f R

etu

rn (

%)

10

8

6

4

2

0

-2

Quarter 12/2011-6/2012 Highest Value 1.79 9.39 First Quartile 1.26 7.39 Median Value 0.34 6.89 Third Quartile -1.11 6.49 Lowest Value -2.12 5.41 Mean 0.14 6.99

Return Rank Return Rank Templeton Global -0.99 71 6.12 89 CG World Gov't 0.92 40 0.41 99

Annual Periods

Trailing Periods

TOTAL FUND Peer Universe Comparison versus Emerging Markets Bond Managers


PAGE49


Rat

e of

Ret

urn

(%

)

20.0

19.0

18.0

17.0

16.0

15.0

14.0

13.0

12.0

11.0

10.0

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0


TOTAL FUND N/A N/A

CG World Gov't 12.96 19.41

Difference N/A N/A

Ratio N/A N/A

Up Periods 7 12


Rat

e of

Ret

urn

(%

)

0.0

-1.0

-2.0

-3.0

-4.0

-5.0

-6.0

-7.0

-8.0


TOTAL FUND N/A N/A

CG World Gov't -4.44 -8.58

Difference N/A N/A

Ratio N/A N/A

Down Periods 5 8



PAGE50


Quarter

Asset Class


Fixed Income 100.00

Change Me 0.00



CG World Gov't 0.92


Dynamic Index N/A

Policy Index 0.92



Market Timing N/A





PAGE51



Net Contributions -- 15,000,000


Net Capital Appreciation (11,128) 20,950

Fees -- --

Ending Mkt Value 17,599,084 17,599,084

Fixed Income100.0%

Quarter Inception

Rate

of

Ret

urn

(%

)

4

3

2

1

0

TOTAL FUND CG World Gov't

Standard Deviation (Risk)10.009.008.007.006.005.004.003.002.001.000.00

Annualiz

ed R

ate

of

Ret

urn

(%

)

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00



CG World Gov't






Asset Allocation



Executive Summary as of June 30, 2012Dreyfus International


PAGE52

Rat

e o

f R

etu

rn (

%)

10

8

6

4

2

0

-2

Quarter 12/2011-6/2012 Highest Value 1.79 9.39 First Quartile 1.26 7.39 Median Value 0.34 6.89 Third Quartile -1.11 6.49 Lowest Value -2.12 5.41 Mean 0.14 6.99

Return Rank Return Rank Dreyfus Intl 0.32 50 2.98 99 CG World Gov't 0.92 40 0.41 99

Annual Periods

Trailing Periods

TOTAL FUND Peer Universe Comparison versus Emerging Markets Bond Managers


PAGE53


Rat

e of

Ret

urn

(%

)

20.0

19.0

18.0

17.0

16.0

15.0

14.0

13.0

12.0

11.0

10.0

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0


TOTAL FUND N/A N/A

CG World Gov't 12.96 19.41

Difference N/A N/A

Ratio N/A N/A

Up Periods 7 12


Rat

e of

Ret

urn

(%

)

0.0

-1.0

-2.0

-3.0

-4.0

-5.0

-6.0

-7.0

-8.0


TOTAL FUND N/A N/A

CG World Gov't -4.44 -8.58

Difference N/A N/A

Ratio N/A N/A

Down Periods 5 8



PAGE54


Quarter

Asset Class


Fixed Income 100.00

Change Me 0.00



CG World Gov't 0.92


Dynamic Index N/A

Policy Index 0.92



Market Timing N/A





PAGE55



Net Contributions 3,969,103 (1,710,750)


Net Capital Appreciation -- --

Fees -- --

Ending Mkt Value 6,605,333 6,605,333Cash & Equivalents

100.0%

Quarter Calendar YTD 1 Year 3 Years 5 Years Inception

Rate

of

Retu

rn (

%)

3

2

1

0

Total Portfolio Citigroup 3 Mo TBill

6/2007 6/2008 6/2009 6/2010 6/2011 6/2012

Do

llar

Val

ue

114

112

110

108

106

104

102

100

98

Quarter Calendar YTD 1 Year 3 Years 5 Years Inception

Total Portfolio 0.29 0.67 0.91 0.44 1.95 2.24

Citigroup 3 Mo TBill 0.02 0.03 0.04 0.10 0.87 1.25

Asset Allocation



Executive Summary as of June 30, 2012Cash


PAGE56


Rat

e of

Ret

urn

(%

)

2.0

1.0

0.0



Citigroup 3 Mo TBill 0.10 0.87


Ratio 4.36 2.23

Up Periods 12 20


Rat

e of

Ret

urn

(%

)

0.0



Citigroup 3 Mo TBill N/A N/A

Difference N/A N/A

Ratio N/A N/A

Down Periods 0 0



PAGE57


Quarter

Asset Class





Dynamic Index 0.03

Policy Index 0.02



Market Timing 0.01





PAGE58

Performance Report Disclosures

General InformationThis performance report represents information about your accounts in the UBS Institutional ConsultingGroup at UBS Financial Services.

This report is intended as a general guide to review the performance of your holdings across a variety ofaccounts including those accounts held at different financial institutions. This report is for your use only.Information contained in the report should not be used for tax reporting or preparation purposes or used asthe basis of an investment or liquidation decision.

Please contact your Institutional Consultant if you have any questions regarding this performance report, ifyour financial situation, needs or investment objectives on any account have changed, or if you would like toimpose or change any investment restrictions on any account.

No Tax or Legal AdviceNeither UBS Financial Services nor any of its employees provide tax or legal advice. You must consult withyour legal or tax advisors regarding your personal circumstances.

Assets Held at Other Qualified CustodiansDepending on the accounts covered by your Institutional Consulting Services Agreement with us, this reportmay cover a number of your existing accounts, each with a potentially different investment objective and riskparameters. These accounts may be held at a variety of financial institutions and information reflected on thisreport is based on statements your custodians have provided to UBS Financial Services, at your request. Otherthan information included for accounts you hold at UBS Financial Services, we are not responsible for theaccuracy or completeness of any information included in this report. UBS Financial Services does not provideadvice with respect to your assets at other firms. This report includes information only as of the date of theaccount statements provided, which may differ by account or custodian. Your UBS Financial Services accountstatements are the only official record of your holdings with us and are not replaced, amended or supercededby any of the information presented in this Report.

This report does not constitute the solicitation to purchase or sell any specific security. This report may include a performance analysisof a variety of accounts, each with different investments, investment objectives and risk parameters. As a result, the overweighting orunderweighting of an account in a particular sector or asset class should not be viewed as an isolated factor in makinginvestment/liquidation decisions. Rather, such decisions should be assessed on an account by account basis and after an assessment ofthe overall impact of such decisions on a portfolio consisting of all your accounts.

Page 59

Important Information About This Report

Market ValuesMarket values used or presented in this report are obtained from sources believed to be reliable. UBS FinancialServices and its representatives make no representation or assurance that the market values presented in thereport are true and accurate.

EstimatesEstimates of annual interest or dividend income should not be relied upon. The estimates are based either onpast payout experience or scheduled interest payments. Past payouts are not an indication of future payoutsand there can be no assurance that any fixed income security will meet its scheduled interest payments.

Policy StatementsNeither UBS Financial Services nor your Institutional Consultant is responsible for ensuring that yourinvestment policy statement complies with all legal, actuarial or other requirements that may apply to you.That responsibility rests solely with you and you should consult your legal and tax advisors regarding thosematters.

Performance ResultsGross performanceThis report may illustrate net or gross of fee performance, but not both. While gross performance is valuablewhen reviewing a manager's performance relative to a particular index or peer group, note that suchinformation does not reflect management fees, wrap fees, transaction costs or your Institutional consultingfees.

The payment of fees and expenses will reduce the performance of the account and the reduction inperformance will have a cumulative effect over time. The net effect of the payment of fees on the annualizedperformance, and the compounded or cumulative effect over time, is dependent on the amount of the feeand the account's investment performance. For example, an account that experiences an annual grossperformance of 10% but incurs a 2.8% annual fee that is deducted quarterly on a prorated basis, willexperience net annual performance of 7.1%, a reduction of 2.9% per year.

Net of fees performanceIf your assets are custodied at UBS Financial Services and you have selected one or more of our advisoryprograms as an investment option and pay the program fee directly from those accounts, you will receiveseparate performance reports for those accounts which illustrate the performance of your portfolio on a netof fee basis.

Page 60

Index InformationThis report presents the current and historical performance of certain market indexes. These indexes mayrepresent a broad range of asset classes, market segments and investment styles. Depending upon thecomposition of your portfolio and your accounts and depending on your investment objectives, these indexesmay not be an appropriate measure or benchmark against which to compare the performance of a particularaccount or all of your accounts. Consequently, the performance of the indexes is presented for illustrationpurposes only.

Although the performance of an index is often used as a benchmark against which to compare theperformance of an actively managed separate account or actively managed mutual fund, actively managedaccounts and mutual funds are not generally restricted to investing only in the securities that are included inthe index. As a result, the securities held in your account will differ from the securities included in the indexand the performance of the account may likewise differ from the performance of the index. The performanceof an index reflects the passive performance of an unmanaged universe of securities. The performance of anindex does not reflect advisory or transaction fees, all of which would reduce the overall return. Indexes arenot available for direct investment. The past performance of an index is no guarantee of future results.

Benchmark RebalancingComparative benchmarks comprising more than one index are constructed each month based on the returnof the constituent indexes in the comparative benchmark and the respective weights assigned to eachconstituent index.

Target Asset AllocationThe target asset allocation is the percentage allocation of your total or composite investment fund among theasset classes in which you have decided to invest as set forth in your Investment Policy Statement.

Policy IndexFor each separate account, the Policy Index is the passive index that you have selected to serve as abenchmark against which to compare the performance of the separate account. If the account is balanced,indexes may be a blend of indexes.

For the total or composite investment fund, the Policy Index is a composite of one or more passive indexesthat you have selected and that are weighted according to the percentage weightings set forth in yourInvestment Policy Statement. The performance of your total or composite investment fund is comparedagainst the performance of the Policy Index that you have selected for the composite.

Page 61

For the purposes of calculating the performance of the Policy Index for the composite investment fund, thePolicy Index is recalculated using the percentage weightings set forth in your Investment Policy Statement ona monthly or quarterly basis depending on the convention that you selected.

The Policy Index that you selected for your total or composite investment fund is shown below:35.00% Barclays Aggregate, 15.00% MSCI ACWI ex US Net, 12.50% Russell 1000 Growth, 12.50% Russell1000 Value, 7.50% Russell 2000, 7.50% Russell Midcap, 5.00% Citigroup World Gov't Bond, 5.00%NAREIT Equity.

Account ValuationThis report uses a time-weighted rate of return, a method that calculates portfolio value using the beginningand ending portfolio values for the month and weighs each contribution/withdrawal by the amount of timeinvested.

Performance Start DateThe inception date shown in the report may or may not be the date that the UBS Institutional ConsultingGroup began providing services or performance information to you and may not be the date that an accountwas first invested in securities. Contact your Institutional Consultant for more information regarding theactual inception date.

Manager DataData concerning various managers' portfolio performance is obtained from sources believed to be reliable.This data is provided for comparative purposes only. UBS Financial Services does not guarantee the accuracyor veracity of this information. Different performance calculation methods may be used to calculate eachmanager's portfolio performance. Investment objectives of similar style portfolios of other managers may notmatch exactly your investment objectives.

BrochureRule 204-3 of the Investment Advisers Act of 1940 requires that we make an annual offer to clients to sendto them, without charge, a written disclosure statement. We will be glad to provide you with a copy of suchstatement upon your written request.

Page 62

©2012 UBS Financial Services Inc. All Rights Reserved. Member SIPC.All other trademarks, registered trademarks, service marks and registered service marks are of their respective companies.

UBS Financial Services Inc.www.ubs.com/financialservicesinc050707-1138

UBS Financial Services Inc. is a subsidiary of UBS AG.

Page 63

Gwinnett County Public Employees Retirement System - Q2 2012 As of June 30, 2012

Investment Management Fee Analysis

Account Fee ScheduleMarket Value as of 06/30/2012

% of Portfolio

Estimated Annual Fee ($)

Estimated Annual Fee

(%)Ranier 0.75% of First $10.0 Mil, $85,699,458 11.879% $453,497 0.53%

0.50% Remainder

Barrow Hanley 0.75% of First $10.0 Mil, $86,439,416 11.981% $303,599 0.35%0.50% of Next $15.0 Mil,0.25% of Next $175.0 Mil,

Optimum/SSGA Mid Cap Index - Liquidated

Atlanta Capital 0.80% of First $50.0 Mil, $54,580,207 7.565% $422,901 0.77%0.50% of Next $50.0 Mil,

Invesco Real Estate 0.75% of First $10.0 Mil, $34,851,513 4.831% $241,535 0.69%0.70% of Next $10.0 Mil,0.65% Remainder

1607 Capital Partners 0.75% of First $100.0 Mil, $93,335,117 12.937% $700,013 0.75%0.65% of Next $150.0 Mil,0.50% on 250.0 Mil or <

Fairpointe Capital 0.65 Flat $17,119,817 2.373% $111,279 0.65%

Vaughan Nelson 0.85% of First $10.0 Mil, $17,471,969 2.422% $141,040 0.81%0.75% of Next $15.0 Mil,0.65%on 25.0 Mil or <

Institutional Consulting Group

Gwinnett County Public Employees Retirement System As of June 30, 2012

Investment Management Fee Analysis

Account Fee ScheduleMarket Value as of 06/30/2012

% of Portfolio

Estimated Annual Fee ($)

Estimated Annual Fee

(%)

William Blair 0.90 of First $10.0 Mil, $17,957,178 2.489% $149,679 0.83%0.75% of Next $20.0 Mil,0.65% of Next $20.0 Mil,0.60% of Next $50.0 Mil,

ING Asset Management 0.30% of First $50.0 Mil, $170,422,022 23.622% $401,760 0.24%0.25% of Next $50.0 Mil,0.18% of Next $400.0 Mil,

Templeton Global Bond 0.82% Expense Ratio $17,733,019 2.458% $145,411 0.82%Not Billed

Dreyfus International 0.65% Expense Ratio $17,599,084 2.439% $114,394 0.65%Not Billed

Ryan Labs 0.30% of First $10.0 Mil $101,636,665 14.088% $199,637 0.20%0.28% of Next $10,0 Mil0.25% of Next $15.0 Mil,0.20% of Next $15.0 Mil,0.145% of Next $50.0 Mil,0.10% of Next $200.0 Mil,

Cash Account No Fee $6,605,333 0.916% N/A N/A

Total Plan $721,450,798 100.00%

Prepared For: Gwinnett County Public Employees Retirement System

Institutional Consulting Group

Manager

YES NO YES NO YES NO YES NO

U.S. Equity

Rainier √ √ √ √

Barrow Hanley √ √ √ √

Atlanta Capital √ √ √ √

Invesco REIT √ √ √ √

Fairpointe Capital NA NA NA NA

Vaughan Nelson NA NA NA NA

William Blair NA NA NA NA

International Equity

1607 Capital Partners √ √ √ √

Fixed Income

ING √ √ √ √

Ryan Labs NA NA NA NA

Templeton Global Bond NA NA NA NA

Dreyfus International NA NA NA NA

Criteria Criteria Criteria List

Manager Status and Watch List 2ndQ12

Compliance with Criteria

1 Year 3/5 Year Cummulative Watch

ab

Gwinnett County Public Employees Retirement System

Downgraded Bonds 2Q12

Position Description

Coupo

n

Stated

Maturity CUSIP

Moody's

Rating

S&P

Rating

Fitch

Rating

Effective

Rating

Current

Face (m)

Market

Price

Market Value

(m)

% Market

NAV

Country Wide

Mortgage Backed

Securities 4.5 1/25/2019 12669FMP5 Baa3 Ba3 $21,973 $102.17 $22,448

Watch List Commentary

Commentary from Paul Irvine: We have been informed that Moody’s has downgraded a Country Wide MBS security cusip 12669FMP5 from Baa3 to Ba3. Fitch is currently rating this

security as AAA. The par value held as of 03/31/2012 was $24,669, market value is approx $25,000 which represent 0.01% of the portfolio. We recommend holding this bond until we can

find the appropriate price for its small lot size, as well as we like the structure and characteristics of this bond.

DC PLANS

Gwinnett County For Plan Sponsor Use Only

Gwinnett County

Retirement Plans

Fund Performance Review

June 30, 2012


•Efficient Frontier Map: Plan Diversification

•Performance Monitoring

•Manager Style and Manager Style Drift

•Compliance Report Card

II. Investment Analysis

III. Glossary

Section

I. Economic Review


Economic Review

FOR FIELD AND PLAN SPONSOR USE ONLY

Although economic data and information is derived from a variety of financial publications and economic reporting companies, including

Moody’s, S&P, etc., we cannot guarantee the completeness or accuracy of data shown. Past performance is not a guarantee of future results.

Super100

Current Economic Conditions

GDP

– Real Gross Domestic Product increased at an

annual rate of 1.9% in the first quarter of 2012.1

• Among the largest contributors to GDP for the

quarter were personal consumption and residential

fixed investment. The deceleration from the fourth

quarter of 2011 was due mainly to a slowing in

inventories and nonresidential fixed investment.

• Motor vehicle output added 1.6% to GDP for the

quarter, while sales of computers subtracted 0.5%. -10%

-8%

-6%

-4%

-2%

0%

2%

4%

6%

2005 Q

2

Q3

Q4

2006 Q

1

Q2

Q3

Q4

2007 Q

1

Q2

Q3

Q4

2008 Q

1

Q2

Q3

Q4

2009 Q

1

Q2

Q3

Q4

2010 Q

1

Q2

Q3

Q4

2011 Q

1

Q2

Q3

Q4

2012 Q

1

4

Inflation

– The Consumer Price Index (CPI) increased

1.7% for the 12 months ending in May.2

• The 12 month change in Core CPI (CPI ex food

& energy) was 2.3% over the previous 12

months.

• The gasoline index declined 6.8% in May. Over

the past 12 months, the gasoline index declined

4.0%. This has helped bring the broader

Energy Index down 3.9% over the past year. CPI Core CPI

Source: Bureau of Economic Analysis, http://www.bea.gov/national/xls/gdpchg.xls

Source: Bureau of Labor Statistics, http://www.bls.gov/data/#prices

-3%

-2%

-1%

0%

1%

2%

3%

4%

5%

6%

2008

2009

2010

2011

2012

4




Current Economic Conditions

Housing

– May Housing Starts decreased 4.8% from the

April measure.4

• However, this number represents a 28.5%

increase from the May, 2011 measure.

• Building permits increased 7.9% from the

revised April estimate. This represents a 25.0%

increase over the previous 12 months.

Housing Starts

Employment Statistics

– The official unemployment rate (U-3)

remained at 8.2% at the end of June.3

• Non-farm payrolls increased by 80,000 in

June. For the second quarter, the number of

net new jobs added to the workforce

averaged 75,000 per month, compared to an

average of 226,000 per month for the first

quarter.

• The “U-6 Rate”, the most comprehensive

measure of the nation’s employment

situation, increased for the third consecutive

month to 14.9%.

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

2004 2005 2006 2007 2008 2009 2010 2011 2012

250

500

750

1,000

1,250

1,500

1,750

2,000

2,250

2,500

2006 2007 2008 2009 2010 2011 2012

Th

ou

san

ds

5

Unemploymen

t Rate (U-3)

Marginally Attached

Rate (U-6)

Source: Bureau of Labor Statistics, http://www.bls.gov/news.release/empsit.t15.htm

Source: U.S. Census Bureau, http://www.census.gov/const/www/newresconstindex.html

5




GDP Headwinds – The “Fiscal Cliff”

At the end of 2012, a combination of several tax increases and spending cuts are due to take place that could be a considerable drag on U.S. economic growth:

• Expiration of the Bush-era Tax Cuts

• Expiration of the Alternative Minimum Tax relief

• Expiration of the Middle Class Tax Relief and Job Creation Act

• (The 2% payroll tax cut extended through 12/31/12)

• Affordable Care Act tax increases begin

• The 2011 Budget Control Act spending cuts begin

• Expiration of Extended Unemployment Benefits

According to Congressional Budget Office estimates, these fiscal changes would push the U.S. economy into recession during the first half of 2013, with GDP contracting an estimated 1.3%5 If Congress were to remove these fiscal provisions, it may benefit the economy in the near-term, but it would eliminate any progress toward long-term debt reduction.

As is the case with many nations around the world, the U.S. has significant fiscal issues to address.

Source: Congressional Budget Office

6

6




Zephyr StyleADVISOR Zephyr StyleADVISOR: Advised Assets Group LLC

Domestic Equity Indices - Total Return as of June 2012

S&P 500 Russell 1000 Growth Russell 1000 Value Russell Midcap Growth

Russell Midcap Value Russell 2000 Growth Russell 2000 Value

Retu

rn

-5

0

5

10

15

20

3 months YTD 1 year 3 years 5 years 10 years

Market Update – Domestic Equity

Domestic equity markets gave back a portion of their gains from the first quarter.

• Large cap value stocks saw the best relative performance for the three months.

• Growth stocks underperformed value stocks across all capitalizations for the quarter.

• Over the past twelve months, large cap stocks have shown positive performance while small and

midcap stocks have produced small losses.

7

7




Zephyr StyleADVISORZephyr StyleADVISOR: Advised Assets Group LLC

International Equity Indices - Total Return as of June 2012

Retu

rn

-15

-10

-5

0

5

10

15

20


MSCI EAFE MSCI AC WORLD INDEX ex USA MSCI EUROPE

MSCI JAPAN MSCI CHINA MSCI EM (EMERGING MARKETS)

Market Update – International Equity

International stocks experienced negative performance for the quarter.

• Emerging market stocks experienced the largest losses as investors turned away from riskier

assets.

• Chinese stocks showed the best relative performance for the quarter.

• Despite stumbling in the second quarter, most major international indices remain positive for

2012.

8

8




Zephyr StyleADVISORZephyr StyleADVISOR: Advised Assets Group LLC

Fixed Income Returns as of June 2012

Retu

rn

0

2

4

6

8

10

12

14

16


Barclays Capital U.S. Aggregate Barclays Capital U.S. Government: Intermediate Barclays Capital U.S. Treasury: U.S. TIPS

Barclays Capital U.S. Intermediate Credit Barclays Capital Intermediate U.S. High Yield Citigroup WorldBIG Index

Market Update – Fixed Income

Source: U.S. Treasury Fixed Income markets saw small gains

for the quarter.

• TIPS showed the best performance for the

quarter as investors continue to keep a

watchful eye out for inflation.

• High Yield bonds have shown the best

returns for 2012 by a wide margin.

Treasury Yield Curve6 www.treasury.gov

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

1 month 90 days 1 year 2 year 3 year 5 year 7 year 10 year 20 year 30 year

6/30/2012 6/30/2011 6/30/2010

9

9




1 Bureau of Economic Analysis, U.S. Department of Commerce, News Release, June 28, 2012,

www.bea.gov/newsreleases/national/gdp/gdpnewsrelease.htm 2 Bureau of Labor Statistics, U.S. Department of Labor, Economic News Release “Consumer Price Index – May 2012”, June 14, 2012,

www.bls.gov/news.release/pdf/cpi.pdf 3 Bureau of Labor Statistics, U.S. Department of Labor, Economic News Release “Employment Situation Summary”, July 6, 2012,

www.bls.gov/news.release/empsit.nr0.htm 4 U.S. Census Bureau, U.S Department of Housing and Urban Development, Economic News Release “New Residential Construction in

May, 2012”, June 19, 2012. www.census.gov/const/www/newresconstindex.html 5 Congressional Budget Office, “Economic Effects of Reducing the Fiscal Restraint That Is Scheduled to Occur in 2013”, May, 2012,

http://www.cbo.gov/publication/43262

6 U.S. Department of the Treasury, Data and Charts Center, http://www.treasury.gov/resource-center/data-chart-center/Pages/index.aspx

10

10




This Economic and Capital Markets Review is being offered as informational and educational material provided to a Plan Sponsor or a

Representative, duly authorized and acting on behalf of a Plan Sponsor, to assist the Plan Sponsor in understanding the general investment

environment.

This document is not intended as a recommendation, solicitation or offering of any particular securities by Great-West Life & Annuity Insurance

Company nor any of its subsidiaries or affiliates.

The purpose of this document is to provide investment-related information only for the benefit of the Plan Sponsor in its role as a fiduciary to the

plan, not as investment advice for plans or plan participants. Although we believe the data contained in this report is generally from reliable sources,

Advised Assets Group, LLC cannot guarantee its completeness or accuracy. Economic data and information are derived from a variety of financial

publications and economic reporting companies, including Moody’s, S&P, etc. The opinions expressed herein are those of AAG as of 10/10/2011

and are subject to change. No forecast is guaranteed.

Prior to selecting investment options, Plan Sponsors should consider the investment objectives, risks, fees and expenses carefully before selecting

investment options for their Plan. For this and other important information you may obtain prospectuses for mutual funds, any applicable annuity

contract and the annuity's underlying funds and/or additional disclosure documents from your registered representative. Read them carefully before

investing.

Plan fiduciaries should review the educational material provided and consult with their investment advisers if necessary to make investment

decisions. Neither AAG, not its representatives, agents, or affiliates are permitted to give legal, ERISA, or tax advice. Any discussion of these

matters included or related to this document or other educational information is provided for informational purposes only. Such discussion does not

purport to be complete or to cover every situation. Current tax and ERISA law are subject to interpretation and legislative change. The

appropriateness of any product for any specific taxpayer may vary depending on the particular set of facts and circumstances. You should consult

with and rely on your own legal and tax advisers.

MSCI EAFE® Index is a trademark of Morgan Stanley Capital International. Inc. and is an unmanaged index considered indicative of the

International equity market. S&P 500® Index is a trademark of the Standard & Poor’s Financial Services, LLC and is an unmanaged index

considered indicative of the domestic Large-Cap equity market. Russell 2000® Index is a trademark of the Frank Russell Company and is an

unmanaged index considered indicative of the domestic Small-Cap equity market. Russell 1000® Index is a trademark of the Frank Russell

Company and is an unmanaged index considered indicative of the domestic Large-Cap equity market. Russell Midcap® Index is a trademark of the

Frank Russell Company and is an unmanaged index considered indicative of the domestic mid-cap equity market. Barclays Capital is a trademark of

Barclays Capital, the investment banking division of Barclays Bank PLC.

Advised Assets Group, LLC is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company and a federally registered investment

adviser. Put Our Power Behind You® is a registered service mark of Advised Assets Group, LLC. All rights reserved. Form #AAG135889 (10/11)

11

11


Investment Analysis

Government Bond

Inv Grade Bond

Large Cap Value

Mid Cap Value

Small Cap Value

High-Yield Bond

Large Cap Growth

Mid Cap Growth

Small Cap Growth

International Equity

Emerging Markets

PIMCO Total Return Admin

Vanguard Total Bd Mkt Idx

Fidelity Puritan

Janus Balanced T

Janus Twenty T Fidelity Contrafund

Plan Investment Options

Asset Class

Perkins Mid Cap Value T American Cent Mid Cap Val A

Amer Funds Gr Fund A

Balanced/Asset Allocation

Highest Risk of Principal

Lowest Risk of Principal

Artisan International Inv

Oppenheimer Global Janus Global Sel

Van Kampen Growth & Income Y

Blackrock Equity Idx F TIAA-CREF Eq Index Inst

Columbia Small Cap Value Z

Baron Growth Artisan Mid Cap

Gwinnett County Stable Value Fund

Gwinnett County Plan Options

Dreyfus Intl Stock Index

Asset Allocation Funds:

Maxim Profile Series

(Target Risk Funds)

Maxim SecureFoundation

(Target Date Funds)

Oppenheimer Devel Mkts Y

JP Morgan High Yield A

Amer Funds Inv Co of Amer A Nuveen Tradewinds Val Opp I Large Cap Blend

Small Cap Blend Neuberger Berman Genesis Tr

Royce Low Priced Stock Svc

For Plan Sponsor Use Only 13 June 30, 2012

Performance Monitoring

Highlighted entries indicate active funds trailing the majority of its peer group over 3 and 5 years. DATA SOURCE: Morningstar

6/30/12

Performance as of June 30, 2012

Group/Investment Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten

CAT: Diversified Emerging Mkts

Oppenheimer Developing Markets Y -5.86 84 -9.98 91 14.35 96 4.26 98 - -

Benchmark 1: MSCI EM -8.89 -15.95 9.77 -0.09 14.08

Benchmark 2: CAT: Diversified Emerging Mkts -8.16 -15.79 9.03 -1.95 12.38

Number of investments ranked ` 575 506 346 237

CAT: Foreign Large Blend

Artisan International Inv -4.41 95 -3.75 100 10.99 96 -2.73 87 5.77 75

Dreyfus Intl Stock Index -7.02 47 -14.09 49 5.53 35 -6.46 34 4.53 47

Benchmark 1: MSCI EAFE -7.13 -13.83 5.96 -6.10 5.14

Benchmark 2: CAT: Foreign Large Blend -6.84 -13.93 6.42 -5.90 4.52

Number of investments ranked 835 811 735 585 326

CAT: World Stock

Janus Global Select T -18.83 1 -21.27 2 6.94 11 -3.16 43 7.05 67

Oppenheimer Global Y -8.10 20 -10.90 24 11.47 61 -2.06 62 6.58 56

Benchmark 1: MSCI World -5.07 -4.98 10.97 -2.96 5.18

Benchmark 2: CAT: World Stock -5.96 -7.56 10.29 -2.95 5.45


CAT: Small Blend

Royce Low Priced Stock Svc -11.28 1 -18.17 2 13.47 8 0.33 59 7.39 68

Benchmark 1: Russell 2000 TR -3.47 -2.08 17.80 0.54 7.00

Benchmark 2: CAT: Small Blend -4.95 -3.85 16.86 -0.56 6.46


CAT: Small Value

Columbia Small Cap Value II Z -4.51 54 -3.23 49 18.15 66 0.26 58 8.08 71

Benchmark 1: Russell 2000 Value TR -3.01 -1.44 17.43 -1.05 6.50

Benchmark 2: CAT: Small Value -4.80 -2.57 17.38 -0.33 6.74


10 Years3 Years 5 Years3 Months 1 Year



Highlighted entries indicate the fund trails the majority of its peer group over 3 and 5 years.

Performance as of June 30, 2012.

DATA SOURCE: Morningstar

6/30/12


% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten

CAT: Mid-Cap Growth

Neuberger Berman Genesis Tr -3.11 92 -0.96 73 16.65 43 3.62 78 9.62 94

Baron Growth Retail -1.28 98 -0.89 74 17.50 55 1.92 57 7.79 63

Artisan Mid Cap Inv -7.64 21 -0.73 76 20.80 91 4.91 93 8.86 83

Benchmark 1: Russell Mid Cap Growth TR -5.60 -2.99 19.01 1.90 8.47

Benchmark 2: CAT: Mid-Cap Growth -6.04 -4.53 16.78 0.48 6.25


CAT: Mid-Cap Value

Perkins Mid Cap Value T -5.63 22 -3.66 50 11.95 7 1.43 83 8.18 82

American Century Mid Cap Value A -2.59 90 2.24 90 16.85 52 1.95 88

Benchmark 1: Russell Mid Cap Value TR -3.26 -0.37 19.92 -0.13 8.17

Benchmark 2: CAT: Mid-Cap Value -4.78 -3.26 16.67 -0.57 6.56


CAT: Large Growth

Fidelity Contrafund -3.52 89 6.11 90 16.56 77 2.93 81 8.17 93

American Funds Growth Fund of Amer A -4.19 81 -0.15 38 12.05 18 -0.49 26 6.38 79

Janus Twenty T -5.22 58 3.37 76 10.04 3 2.44 73 8.19 94

Benchmark 1: Russell 1000 Growth TR -4.02 5.76 17.50 2.87 6.03

Benchmark 2: CAT: Large Growth -5.63 0.76 14.56 0.55 4.49

Number of investments ranked 1,760 1,686 1,510 1,299 857

CAT: Large Blend

American Funds Invmt Co of America A -2.42 90 2.50 57 12.43 24 -0.80 47 5.10 65

TIAA-CREF Equity Index Instl -3.17 68 3.81 69 16.66 89 0.40 79 5.77 83

Nuveen Tradewinds Value Opportunities I -10.06 2 -12.27 2 10.82 8 2.87 97 - -

Maxim Aggressive Profile I -5.14 24 -2.94 18 13.52 40 -1.72 28 5.31 74

Benchmark 1: S&P 500 -2.91 4.75 15.67 -0.44 4.69

Benchmark 2: CAT: Large Blend -4.17 0.82 13.96 -0.94 4.40

Number of investments ranked 1,805 1,708 1,518 1,330 826

3 Months 1 Year 3 Years 5 Years 10 Years






6/30/12


% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten

CAT: Large Value

Invesco Van Kampen Growth and Income Y -2.13 77 0.90 53 14.44 63 -0.69 74 - -

Benchmark 1: Russell 1000 Value TR -2.20 3.01 15.80 -2.19 5.28

Benchmark 2: CAT: Large Value -3.63 0.44 13.75 -2.38 4.28

Number of investments ranked 1,289 1,223 1,095 970

CAT: Aggressive Allocation

Maxim Moderately Aggressive Profile I -3.54 62 -0.79 72 11.93 52 0.88 77 5.91 78

Benchmark 1: Morningstar Aggr Target Risk -4.54 -3.11 13.76 -0.06 7.10

Benchmark 2: CAT: Aggressive Allocation -3.66 -2.34 11.69 -0.20 5.05


CAT: Moderate Allocation

Fidelity Puritan -2.09 60 3.71 81 13.42 89 2.22 72 6.11 81

Janus Balanced T -2.83 28 2.04 65 10.13 24 4.89 99 6.72 91

Maxim Moderate Profile I -2.73 32 0.08 38 10.57 34 2.16 70 5.93 73

Maxim Moderately Conservative Profile I -1.95 66 1.14 51 9.47 14 3.03 88 5.86 68

Benchmark 1: Morningstar Mod Aggr Target Risk -3.70 -1.39 12.65 1.36 7.09

Benchmark 2: CAT: Moderate Allocation -2.18 1.02 11.08 1.02 4.84


CAT: Conservative Allocation

Maxim Conservative Profile I -1.01 35 2.02 39 8.52 28 3.81 67 5.37 63

Benchmark 1: Morningstar Conserv Target Risk 0.11 5.16 7.44 5.15 5.79

Benchmark 2: CAT: Conservative Allocation -0.61 2.42 9.63 2.96 4.51


CAT: High Yield Bond

JPMorgan High Yield A Load Waived 1.25 48 4.70 34 14.03 38 6.98 71 9.17 81

Benchmark 1: Barclays US HY Interm TR 1.74 7.11 15.59 8.07 9.78

Benchmark 2: CAT: High Yield Bond 1.14 5.12 14.30 5.51 7.81








6/30/12


% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten

CAT: Intermediate-Term Bond

PIMCO Total Return Admin 2.73 94 6.69 45 8.41 55 8.95 97 6.71 92

Vanguard Total Bond Market Index Signal 2.16 70 7.57 73 6.85 23 6.82 64 - -

Benchmark 1: Barclays US Govt/Credit 5-10 Yr TR 3.22 11.03 9.97 8.57 6.89

Benchmark 2: CAT: Intermediate-Term Bond 1.81 6.41 8.15 5.69 4.94

Number of investments ranked 1,221 1,180 1,014 880 608

CAT: Target Date 2011-2015

Maxim SecureFoundation LT 2015 Port G -1.86 37 1.30 55 - - - - - -

Benchmark 1: Morningstar Lifetime Moderate 2015 -1.64 3.57 12.16 3.71 7.89

Benchmark 2: CAT: Target Date 2011-2015 -1.56 0.60 10.72 0.78 4.49

Number of investments ranked 169 166


Maxim SecureFoundation LT 2020 Port G -1.82 53 1.51 69 - - - - - -


Benchmark 2: CAT: Target Date 2016-2020 -1.97 0.86 11.27 0.68 5.03



Maxim SecureFoundation LT 2025 Port G -2.29 62 -0.43 49 - - - - - -


Benchmark 2: CAT: Target Date 2021-2025 -2.63 -0.70 12.17 -0.28




Benchmark 1: Morningstar Lifetime Moderate 2030 -3.61 -0.50 13.86 1.17 7.84

Benchmark 2: CAT: Target Date 2026-2030 -3.12 -0.94 12.12 -0.72 4.90













6/30/12


% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten
















CAT: Target Date 2051+



Benchmark 2: CAT: Target Date 2051+ -4.36 -2.69 12.62 -1.28 4.93




Stable Asset Fund

Gwinnett County Stable Asset Fund

Performance (as of June 30, 2012)

1 Year 3 Years 5 Years

Fund* 3.06% 3.45% 3.85%

Morningstar Taxable MM Funds 0.02% 0.03% 0.90%

1-3 Year Treasuries 0.81% 1.63% 3.31%

Average Credit Quality: AA+

Average Duration: 2.68 years

BV to MV: 104.2%

* Fund performance is Net of Fees.


Each quadrant of the graph represents one of the four major domestic equity components of the market. From top left

working clockwise the quadrants include Large Value, Large Growth, Small Growth and Small Value. Manager Style Graph:

Manager Style

Manager StyleJuly 2007 - June 2012 (Single Computation)

Russell Top 200 Value Russell Top 200 Growth

Russell Midcap Value Russell Midcap Growth

Russell 2000 Value Russell 2000 Growth

Small

-1

0

1

Large

Value -1 0 1 Growth

Baron Growth Retail


Neuberger Berman Genesis Tr

Columbia Small Cap Value II Z

Artisan Mid Cap Inv

Nuveen Tradewinds Value Opportunities I

Janus Twenty T

Fidelity Contrafund

American Funds Growth Fund of Amer A

American Funds Invmt Co of Amer A

Perkins Mid Cap Value T

American Century Mid Cap Value A

Invesco Van Kampen Growth and Income Y

Russell 6-way Style Basis


Each quadrant of the graph represents one of the four major domestic equity components of the market. From top left

working clockwise the quadrants include Large Value, Large Growth, Small Growth and Small Value. Manager Style Graph:

Manager Style Drift

Manager StyleJuly 2007 - June 2012 (36-Month Moving Windows, Computed Monthly)

Russell Top 200 Value Russell Top 200 Growth

Russell Midcap Value Russell Midcap Growth

Russell 2000 Value Russell 2000 Growth

Small

-1

0

1

Large

Value -1 0 1 Growth

Baron Growth Retail


Neuberger Berman Genesis Tr

Columbia Small Cap Value II Z

Artisan Mid Cap Inv

Nuveen Tradewinds Value Opportunities I

Janus Twenty T

Fidelity Contrafund

American Funds Growth Fund of Amer A

American Funds Invmt Co of Amer A

Perkins Mid Cap Value T



Russell 6-way Style Basis


DATA SOURCE: Morningstar 6/30/12

Fund Compliance Report Card

Performance Summary: Gwinnett County Retirement Plans period ended 6/30/2012

Fund Consecutive # of Quarters

Morningstar Complex Ticker Mstar Quarters Below out of

Category Rating Symbol Fund Name Overall Return Sharpe Rating Below trailing 12

Intl3 Diversified Emerging Mkts 1 ODVYX Oppenheimer Developing Markets Y 95.1 95.7 94.5 5 Above 0 0 out of 12 Pass

Foreign Large Blend 1 ARTIX Artisan International Inv 88.8 85.0 92.5 4 Above 0 0 out of 12 Pass

World Stock 1 OGLYX Oppenheimer Global Y 57.8 59.0 56.5 3 Above 0 0 out of 12 Pass

World Stock 1 JORNX Janus Global Select T 38.0 40.0 36.0 2 Below 1 1 out of 12 Pass

Small-Cap5 Small Blend 1 RYLPX Royce Low Priced Stock Svc 41.3 46.0 36.5 3 Neutral 0 0 out of 12 Pass

Small Value 1 NSVAX Columbia Small Cap Value II Z 59.3 66.7 52.0 4 Above 0 0 out of 12 Pass

Mid-Cap8 Mid-Cap Growth 1 ARTMX Artisan Mid Cap Inv 87.3 87.7 87.0 4 Above 0 0 out of 12 Pass

Mid-Cap Growth 1 NBGEX Neuberger Berman Genesis Tr 72.8 70.0 75.5 4 Above 0 0 out of 12 Pass

Mid-Cap Growth 1 BGRFX Baron Growth Retail 60.0 56.0 64.0 4 Above 0 0 out of 12 Pass

Mid-Cap Value 1 ACLAX American Century Mid Cap Value A 78.0 69.0 87.0 4 Above 0 0 out of 12 Pass

Mid-Cap Value 1 JMCVX Perkins Mid Cap Value T 52.5 57.0 48.0 4 Above 0 0 out of 12 Pass

Large-Cap Large Growth 1 FCNTX Fidelity Contrafund 84.8 82.7 87.0 5 Above 0 0 out of 12 Pass

Large Growth 1 JAVLX Janus Twenty T 48.0 57.0 39.0 4 Neutral 0 0 out of 12 Pass

Large Growth 1 AGTHX American Funds Growth Fund of Amer A 31.1 39.7 22.5 3 Neutral 0 0 out of 12 Pass

Large Blend 1 NVORX Nuveen Tradewinds Value Opportunities I 54.5 53.0 56.0 4 Above 0 0 out of 12 Pass

Large Blend 1 AIVSX American Funds Invmt Co of America A 40.6 44.7 36.5 3 Neutral 0 0 out of 12 Pass

Large Blend 1 MXPPX Maxim Aggressive Profile I 38.2 46.3 30.0 3 Neutral 0 0 out of 12 Pass

Large Value 1 ACGMX Invesco Van Kampen Growth and Income Y 66.6 69.7 63.5 4 Above 0 0 out of 12 Pass

Asst All/Other Aggressive Allocation 1 MXRPX Maxim Moderately Aggressive Profile I 70.5 69.0 72.0 4 Above 0 0 out of 12 Pass

Moderate Allocation 1 FPURX Fidelity Puritan 77.4 79.3 75.5 4 Above 0 0 out of 12 Pass

Moderate Allocation 1 JABAX Janus Balanced T 67.9 71.3 64.5 5 Above 0 0 out of 12 Pass

Moderate Allocation 1 MXTPX Maxim Moderately Conservative Profile I 64.2 56.3 72.0 4 Above 0 0 out of 12 Pass

Moderate Allocation 1 MXOPX Maxim Moderate Profile I 53.5 59.0 48.0 4 Above 0 0 out of 12 Pass

Conservative Allocation 1 MXVPX Maxim Conservative Profile I 51.8 51.0 52.5 4 Above 0 0 out of 12 Pass

Bond9 High Yield Bond 1 OHYAX.lw JPMorgan High Yield A Load Waived 60.0 62.0 58.0 4 Above 0 0 out of 12 Pass

Intermediate-Term Bond 1 PTRAX PIMCO Total Return Admin 71.4 81.3 61.5 5 Above 0 0 out of 12 Pass

Index Funds6 Foreign Large Blend 1 DIISX Dreyfus Intl Stock Index (idx) 35.1 37.7 32.5 3 N/A N/A N/A out of 12 Pass

Large Blend 1 TIEIX TIAA-CREF Equity Index Instl (idx) 81.3 83.0 79.5 4 N/A N/A N/A out of 12 Pass

Intermediate-Term Bond 1 VBTSX Vanguard Total Bond Market Index Signal (idx)53.1 47.7 58.5 3 N/A N/A N/A out of 12 Pass

Overall Rating1

Long-Term Rolling Analysis2

Composite %'s




Return Analysis: Gwinnett County Retirement Plans period ended 6/30/20122nd Qtr 2nd Qtr

2012 2012 1 Year 1 Year 3 Year 3 Year 5 Year 5 Year 10 Year 10 Year Incept.

Return Percentile Return Percentile Return Percentile Return Percentile Return Percentile Date

Intl3 Diversified Emerging Mkts Peer Group -8.32 50 -16.01 50 9.57 50 -1.53 50 12.47 50

Oppenheimer Developing Markets Y -5.86 84 -9.98 90 14.35 92 4.26 96 17.83 99 9/7/2005

Foreign Large Blend Peer Group -6.96 50 -14.11 50 6.27 50 -5.74 50 4.75 50

Artisan International Inv -4.41 94 -3.75 99 10.99 95 -2.73 87 5.77 73 12/28/1995

World Stock Peer Group -5.91 50 -7.38 50 10.77 50 -2.57 50 6.24 50

Oppenheimer Global Y -8.10 20 -10.90 25 11.47 60 -2.06 59 6.58 58 11/17/1998

Janus Global Select T -18.83 1 -21.27 3 6.94 11 -3.16 41 7.05 68 6/30/2000

Small-Cap5 Small Blend Peer Group -4.66 50 -3.05 50 17.08 50 0.00 50 6.48 50

Royce Low Priced Stock Svc -11.28 2 -18.17 2 13.47 7 0.33 60 7.39 71 12/15/1993

Small Value Peer Group -4.62 50 -3.23 50 17.40 50 -0.15 50 7.37 50

Columbia Small Cap Value II Z -4.51 56 -3.23 50 18.15 67 0.26 59 8.08 74 5/1/2002

Mid-Cap8 Mid-Cap Growth Peer Group -5.67 50 -4.49 50 17.36 50 1.40 50 7.09 50

Artisan Mid Cap Inv -7.64 22 -0.73 75 20.80 90 4.91 93 8.86 80 6/27/1997

Neuberger Berman Genesis Tr -3.11 91 -0.96 73 16.65 40 3.62 78 9.62 92 8/26/1993

Baron Growth Retail -1.28 98 -0.89 74 17.50 52 1.92 56 7.79 60 12/30/1994

Mid-Cap Value Peer Group -4.84 50 -3.65 50 16.80 50 -0.63 50 6.87 50

American Century Mid Cap Value A -2.59 89 2.24 89 16.85 51 1.95 87 N/A N/A 1/13/2005

Perkins Mid Cap Value T -5.63 24 -3.66 50 11.95 7 1.43 82 8.18 82 8/12/1998

Large-Cap Large Growth Peer Group -5.46 50 1.14 50 14.82 50 1.04 50 5.09 50

Fidelity Contrafund -3.52 88 6.11 89 16.56 75 2.93 80 8.17 93 5/17/1967

Janus Twenty T -5.22 57 3.37 74 10.04 3 2.44 74 8.19 94 4/30/1985

American Funds Growth Fund of Amer A -4.19 80 -0.15 38 12.05 16 -0.49 25 6.38 78 11/30/1973

Large Blend Peer Group -3.90 50 1.64 50 14.36 50 -0.61 50 4.80 50

Nuveen Tradewinds Value Opportunities I -10.06 2 -12.27 2 10.82 9 2.87 97 N/A N/A 12/9/2004

American Funds Invmt Co of America A -2.42 89 2.50 57 12.43 24 -0.80 46 5.10 64 1/2/1934

Maxim Aggressive Profile I -5.14 23 -2.94 18 13.52 39 -1.72 27 5.31 73 9/11/1997

Large Value Peer Group -3.66 50 0.61 50 13.85 50 -2.09 50 4.80 50

Invesco Van Kampen Growth and Income Y -2.13 77 0.90 53 14.44 61 -0.69 73 5.59 75 10/19/2004

Asst All/Other Aggressive Allocation Peer Group -3.86 50 -2.29 50 11.86 50 -0.25 50 5.34 50

Maxim Moderately Aggressive Profile I -3.54 59 -0.79 72 11.93 52 0.88 77 5.91 78 9/11/1997

Moderate Allocation Peer Group -2.35 50 0.93 50 11.33 50 1.48 50 5.31 50

Fidelity Puritan -2.09 61 3.71 82 13.42 89 2.22 69 6.11 80 4/16/1947

Janus Balanced T -2.83 30 2.04 66 10.13 25 4.89 98 6.72 91 9/1/1992

Maxim Moderately Conservative Profile I -1.95 67 1.14 53 9.47 14 3.03 85 5.86 70 9/11/1997

Maxim Moderate Profile I -2.73 34 0.08 41 10.57 35 2.16 68 5.93 74 9/11/1997

Conservative Allocation Peer Group -0.72 50 2.49 50 9.96 50 3.23 50 5.11 50

Maxim Conservative Profile I -1.01 37 2.02 40 8.52 29 3.81 66 5.37 58 9/11/1997

Bond9 High Yield Bond Peer Group 1.29 50 5.76 50 14.43 50 6.45 50 8.42 50

JPMorgan High Yield A Load Waived 1.25 45 4.70 31 14.03 36 6.98 68 9.17 82 11/13/1998

Intermediate-Term Bond Peer Group 1.94 50 6.91 50 8.19 50 6.46 50 5.39 50

PIMCO Total Return Admin 2.73 94 6.69 43 8.41 56 8.95 97 6.71 91 9/8/1994

Index Funds Dreyfus Intl Stock Index (idx) -7.02 47 -14.09 50 5.53 36 -6.46 33 4.53 44 6/30/1997

TIAA-CREF Equity Index Instl (idx) -3.17 66 3.81 68 16.66 89 0.40 78 5.77 82 7/1/1999

Vanguard Total Bond Market Index Signal (idx)2.16 70 7.57 72 6.85 24 6.82 63 5.50 56 9/1/2006

Performance vs. Benchmark (Annualized Returns and Return Percentiles %)

Fund Name




Sharpe Ratio and Expense Analysis: Gwinnett County Retirement Plans period ended 6/30/2012Expense Expense Manager Fund Size

3 Yr Ratio 3 Yr % 5 Yr Ratio 5 Yr % 3 Yr 5 Yr Ratio Percentile % Tenure (yrs) $MM

Intl3 Diversified Emerging Mkts Peer Group 0.51 50 0.07 50 23.51 30.16 1.60 50

Oppenheimer Developing Markets Y 0.72 93 0.26 96 21.68 27.95 1.00 93 5 24,503

Foreign Large Blend Peer Group 0.40 50 -0.16 50 20.76 24.14 1.30 50

Artisan International Inv 0.58 93 -0.01 92 21.92 25.71 1.22 57 17 8,973

World Stock Peer Group 0.63 50 -0.03 50 19.15 22.40 1.37 50

Oppenheimer Global Y 0.64 52 -0.01 61 19.87 22.94 0.90 90 8 8,169

Janus Global Select T 0.40 9 -0.01 63 22.80 27.25 0.96 86 5 2,271

Small-Cap5 Small Blend Peer Group 0.85 50 0.09 50 21.43 24.77 1.28 50

Royce Low Priced Stock Svc 0.64 6 0.12 67 24.04 26.81 1.51 30 11 3,543

Small Value Peer Group 0.86 50 0.09 50 21.29 24.95 1.36 50

Columbia Small Cap Value II Z 0.84 44 0.10 60 22.81 25.09 1.06 79 10 1,475

Mid-Cap8 Mid-Cap Growth Peer Group 0.92 50 0.14 50 19.52 23.05 1.25 50

Artisan Mid Cap Inv 1.07 82 0.29 92 19.49 23.78 1.34 41 15 6,327

Neuberger Berman Genesis Tr 1.01 72 0.24 79 16.49 19.68 1.14 60 18 11,638

Baron Growth Retail 1.02 74 0.16 54 17.18 21.23 1.32 42 18 5,944

Mid-Cap Value Peer Group 0.90 50 0.05 50 19.05 22.71 1.22 50

American Century Mid Cap Value A 1.11 89 0.15 85 15.02 18.69 1.26 43 8 2,295

Perkins Mid Cap Value T 0.80 17 0.13 79 15.45 18.17 1.00 73 14 12,830

Large-Cap Large Growth Peer Group 0.86 50 0.11 50 17.79 20.58 1.16 50

Fidelity Contrafund 1.10 94 0.21 80 14.91 17.83 0.81 85 22 81,266

Janus Twenty T 0.58 3 0.19 75 19.70 23.56 0.94 73 5 8,114

American Funds Growth Fund of Amer A 0.76 24 0.03 21 16.69 19.32 0.68 93 27 115,561

Large Blend Peer Group 0.89 50 0.03 50 16.61 19.61 1.10 50

Nuveen Tradewinds Value Opportunities I 0.72 15 0.20 97 15.91 20.87 0.95 63 0 1,136

American Funds Invmt Co of America A 0.82 35 0.00 38 15.82 17.81 0.61 85 20 56,513

Maxim Aggressive Profile I 0.78 25 -0.01 35 18.43 21.84 1.32 33 15 61

Large Value Peer Group 0.85 50 -0.04 50 16.97 19.99 1.10 50

Invesco Van Kampen Growth and Income Y 0.86 53 0.02 74 17.36 19.14 0.59 95 13 6,881

Asst All/Other Aggressive Allocation Peer Group 0.84 50 0.03 50 14.39 17.49 1.33 50

Maxim Moderately Aggressive Profile I 0.87 66 0.09 78 14.01 16.86 1.19 63 15 125

Moderate Allocation Peer Group 0.99 50 0.12 50 11.22 13.89 1.13 50

Fidelity Puritan 1.16 82 0.17 69 11.39 13.74 0.60 94 9 19,201

Janus Balanced T 0.93 31 0.40 98 10.96 11.42 0.84 79 7 8,475

Maxim Moderately Conservative Profile I 1.02 56 0.25 88 9.25 11.10 1.02 63 15 47

Maxim Moderate Profile I 0.91 28 0.17 68 11.66 13.82 1.11 53 15 139

Conservative Allocation Peer Group 1.30 50 0.30 50 7.62 9.62 1.15 50

Maxim Conservative Profile I 1.22 36 0.39 69 6.81 8.47 0.96 69 15 31

Bond9 High Yield Bond Peer Group 1.68 50 0.50 50 8.27 12.77 1.02 50

JPMorgan High Yield A Load Waived 1.65 42 0.56 74 8.13 11.73 1.16 35 14 11,567

Intermediate-Term Bond Peer Group 2.48 50 1.23 50 3.04 4.38 0.83 50

PIMCO Total Return Admin 2.26 29 1.83 94 3.57 4.33 0.71 64 25 263,384

Index Funds Dreyfus Intl Stock Index (idx) 0.36 35 -0.19 30 20.75 23.83 0.60 93 5 442

TIAA-CREF Equity Index Instl (idx) 1.00 80 0.08 79 16.79 19.91 0.07 99 8 3,720

Vanguard Total Bond Market Index Signal (idx) 2.30 32 1.62 85 2.87 3.63 0.10 98 20 110,916

Sharpe Ratios and Percentiles % Standard Deviation

Fund Name



Fund Compliance Report Card Annual Returns and Statistics: Gwinnett County Retirement Plans period ended 6/30/2012

Turnover Number of % in top

2011 2010 2009 2008 2007 Alpha Beta R2 Ratio Holdings 10 holdings

Intl3 Diversified Emerging Mkts Peer Group -19.35 18.48 74.07 -54.31 36.86

Oppenheimer Developing Markets Y -17.85 27.39 82.10 -47.84 34.30 4.71 0.93 96 34 113 27%

Foreign Large Blend Peer Group -13.69 9.99 31.08 -43.38 12.47

Artisan International Inv -7.26 5.91 39.77 -46.96 19.73 -1.01 1.16 93 70 81 35%

World Stock Peer Group -7.94 12.83 33.44 -41.67 11.74

Oppenheimer Global Y -8.46 16.06 39.77 -40.78 6.34 -0.40 1.10 98 13 96 23%

Janus Global Select T -17.84 20.01 54.75 -49.78 32.38 -14.09 2.05 89 138 45 50%

Small-Cap5 Small Blend Peer Group -3.33 26.07 28.30 -34.60 -1.40

Royce Low Priced Stock Svc -14.58 31.49 53.58 -35.97 2.32 -8.14 1.21 94 22 176 17%

Small Value Peer Group -4.34 25.47 30.92 -31.75 -5.65

Columbia Small Cap Value II Z -2.39 25.64 25.14 -33.63 2.96 -2.58 1.06 99 41 128 14%

Mid-Cap8 Mid-Cap Growth Peer Group -4.00 25.59 40.60 -42.80 16.18

Artisan Mid Cap Inv -2.08 31.57 50.26 -44.13 21.20 1.59 0.99 95 63 73 28%

Neuberger Berman Genesis Tr 4.60 21.38 26.25 -32.85 21.80 3.03 0.72 94 12 148 21%

Baron Growth Retail 1.24 24.01 34.24 -39.18 6.59 2.78 0.75 95 14 101 25%

Mid-Cap Value Peer Group -4.37 22.13 36.26 -36.77 2.07

American Century Mid Cap Value A -0.97 19.27 29.97 -24.68 -2.39 0.91 0.79 97 82 120 21%

Perkins Mid Cap Value T -2.55 14.81 30.37 -27.33 7.43 -3.58 0.81 98 66 157 12%

Large-Cap Large Growth Peer Group -1.97 15.82 35.03 -40.26 13.17

Fidelity Contrafund -0.14 16.93 29.23 -37.16 19.78 1.70 0.82 98 55 366 32%

Janus Twenty T -8.19 6.97 43.27 -41.97 35.94 -7.39 1.07 95 56 37 58%

American Funds Growth Fund of Amer A -4.89 12.28 34.48 -39.07 10.95 -4.81 1.00 98 34 424 22%

Large Blend Peer Group -0.43 14.27 26.86 -37.36 5.56

Nuveen Tradewinds Value Opportunities I -5.20 24.13 51.14 -31.85 10.80 8.45 0.50 87 77 71 30%

American Funds Invmt Co of America A -1.76 10.86 27.18 -34.73 5.94 -2.80 0.99 99 28 277 26%

Maxim Aggressive Profile I -4.41 15.55 33.01 -40.06 7.16 -2.01 1.14 98 35 13 87%

Large Value Peer Group -0.78 13.46 23.81 -36.37 2.84

Invesco Van Kampen Growth and Income Y -1.89 12.92 24.55 -31.97 2.76 -1.41 1.02 97 23 75 29%

Asst All/Other Aggressive Allocation Peer Group -3.06 13.76 28.67 -34.58 7.44

Maxim Moderately Aggressive Profile I -2.17 13.15 28.57 -30.24 7.25 -0.25 0.87 99 35 18 71%

Moderate Allocation Peer Group -0.30 11.98 23.99 -27.07 6.30

Fidelity Puritan 0.67 14.04 26.69 -29.16 6.17 3.02 0.79 98 154 1254 20%

Janus Balanced T 1.31 7.75 24.28 -15.22 10.15 -1.10 1.02 96 94 336 18%

Maxim Moderately Conservative Profile I -0.08 10.04 22.08 -18.11 6.41 1.12 0.64 99 35 17 82%

Maxim Moderate Profile I -1.26 11.54 24.43 -23.29 7.13 0.18 0.81 99 32 18 76%

Conservative Allocation Peer Group 1.69 10.26 20.94 -19.20 5.43

Maxim Conservative Profile I 1.06 8.73 20.39 -13.77 5.56 1.02 0.65 98 29 16 86%

Bond9 High Yield Bond Peer Group 3.47 14.10 46.93 -24.72 2.05

JPMorgan High Yield A Load Waived 2.26 14.46 48.04 -22.67 1.92 -2.46 1.05 98 41 1084 10%

Intermediate-Term Bond Peer Group 6.36 7.53 13.17 -2.91 5.58

PIMCO Total Return Admin 3.91 8.56 13.55 4.55 8.81 0.96 0.74 72 584 19651 20%

Index Funds Dreyfus Intl Stock Index (idx) -12.51 7.31 30.15 -43.13 10.67 -0.74 1.03 99 6 1025 14%

TIAA-CREF Equity Index Instl (idx) 0.99 16.88 28.34 -37.23 5.16 -0.05 1.00 100 11 2905 18%

Vanguard Total Bond Market Index Signal (idx)7.69 6.54 6.04 5.15 7.02 -0.34 1.04 99 73 14831 7%

Fund Name

Portfolio Construction

Calendar Year Returns MPT Statistics ( 3 year)




Index Performance period ending 6/30/2012Total Total Total

Total Return Return Return Annual Annual Annual Annual Annual

Return Annlzd Annlzd Annlzd Return Return Return Return Return

Index 1 Year 3 Year 5 Year 10 Year 2011 2010 2009 2008 2007

International3 MSCI EMF ID -18.22 7.18 -2.42 11.35 -20.41 16.36 74.50 -54.47 36.46

MSCI EAFE Ndtr_D -13.83 5.96 -6.10 5.14 -12.14 7.75 31.78 -43.38 11.17

MSCI World Ndtr_D -4.98 10.97 -2.96 5.18 -5.54 11.76 29.99 -40.71 9.04

Small-Cap5 Russell 2000 Growth -2.71 18.09 1.99 7.39 -2.91 29.09 34.47 -38.54 7.05

Russell 2000 -2.08 17.80 0.54 7.00 -4.18 26.85 27.17 -33.79 -1.57

Russell 2000 Value -1.44 17.43 -1.05 6.50 -5.50 24.50 20.58 -28.92 -9.78

Mid-Cap8 Russell Mid Cap Growth -2.99 19.01 1.90 8.47 -1.65 26.38 46.29 -44.32 11.43

Standard & Poor's Midcap 400 -2.33 19.36 2.55 8.21 -1.73 26.64 37.38 -36.23 7.98

Russell Mid Cap Value -0.37 19.92 -0.13 8.17 -1.38 24.75 34.21 -38.44 -1.42

Large-Cap Russell 1000 Growth 5.76 17.50 2.87 6.03 2.64 16.71 37.21 -38.44 11.81

Standard & Poor's 500 5.45 16.40 0.22 5.33 2.11 15.06 26.46 -37.00 5.49

Russell 1000 Value 3.01 15.80 -2.19 5.28 0.39 15.51 19.69 -36.85 -0.17

Bond9 BarCap US Aggregate Bond 7.47 6.93 6.79 5.63 7.84 6.54 5.93 5.24 6.97

BarCap US Credit 9.54 10.09 7.59 6.54 8.35 8.47 16.04 -3.08 5.11

BarCap US MBS 4.97 5.40 6.67 5.40 6.23 5.37 5.89 8.34 6.90

BarCap US Government Bond 8.32 5.65 6.64 5.36 9.02 5.52 -2.20 12.39 8.66

BarCap US Govt 1-3 Yr 0.86 1.69 3.40 3.14 1.56 2.40 1.41 6.66 7.10

MSCI EMF ID A capitalization-weighted index of stocks from 26 emerging markets that only includes issues that may be traded by foreign investors. The reported returns reflect equities priced in US dollars and do

not include the effects of reinvested dividends.

MSCI EAFE Ndtr_D Widely accepted as a benchmark for international stock performance, the EAFE Index is an aggregate of 21 individual country indexes that collectively represent many of the major markets of the world.

MSCI World Ndtr_D Includes all 23 MSCI developed market countries. Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes, but exclude special tax credits

declared by companies.

Russell 2000 Growth Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having higher price-to-book ratios and higher forecasted growth values.

Russell 2000 Consists of the smallest 2000 companies in the Russell 3000 Index, representing approximately 7% of the Russell 3000 total market capitalization.

Russell 2000 Value Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growth values.

Russell Mid Cap Growth Market-weighted total return index that measures the performance of companies within the Russell Midcap Index having higher price-to-book ratios and higher forecasted growth values.

Standard & Poor's Midcap 400 Includes approximately 10% of the capitalization of U.S. equity securities. These are comprised of stocks in the middle capitalization range.

Russell Mid Cap Value Market-weighted total return index that measures the performance of companies within the Russell Midcap Index having lower price-to-book ratios and lower forecasted growth values.

Russell 1000 Growth Market-weighted total return index that measures the performance of companies within the Russell 1000 Index having higher price-to-book ratios and higher forecasted growth values.

Standard & Poor's 500 A market capitalization-weighted index of 500 widely held stocks often used as a proxy for the stock market. It measures the movement of the largest issues.

Standard and Poor's chooses the member companies for the 500 based on market size, liquidity and industry group representation.

Russell 1000 Value Market-weighted total return index that measures the performance of companies within the Russell 1000 Index having lower price-to-book ratios and lower forecasted growth values.

BarCap US Aggregate Bond Composed of the Barclays Capital Govt/Credit Index, the Mortgage-Backed Securities Index, and the Asset-Backed Securities Index.

BarCap US Credit Listed for corporate bond-general and high-quality funds. This index tracks the returns of all publicly issued, fixed-rate, nonconvertible, dollar-denominated, SEC-registered, investment-grade corporate debt.

BarCap US MBS Includes 15- and 30-year fixed-rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA).

BarCap US Government Bond Listed for government-bond general and Treasury funds because it tracks the returns of U.S. Treasuries, agency bonds, and one- to three-year U.S. government obligations.

This index is effective for tracking portfolios holding non-mortgage government securities.

BarCap US Govt 1-3 Yr Comprised of both the Treasury Bond index (all public obligations of the U.S. Treasury, excluding flower bonds and foreign-targeted issues) and the Agency Bond Index

(all publicly issued debt of U.S. Government agencies and quasi-federal corporations and corporate-debt guaranteed by the U.S. Government).



Glossary

Glossary

G - 1

12b-1 Fee The maximum annual charge deducted from fund assets to pay for distribution and marketing costs. Although usually set on a percentage basis, this amount will occasionally be a flatfigure.

Actively managed fund A fund manager buys and sells securities attempting to outperform the market as a whole.

Adjustable Bonds A bond whose coupon is reset periodically—usually every six months to three years. At the reset date, the coupon is set equal to some base index, such as the one-yearconstant Treasury rate, plus a spread (or margin). When interest rates are falling, these bonds do better than an in-year Treasury, but when interest rates rise, they can lag Treasury yields.

Aggressive Growth (Objective) Funds that seek rapid growth of capital and that may invest in emerging market growth companies without specifying a market capitalization range. They ofteninvest in small or emerging growth companies and are more likely than other funds to invest in IPO's or in companies with high price/earnings and price/book ratios. They may use such investmenttechniques as heavy sector concentrations, leveraging, and short-selling.

Alpha A measure of the difference between a fund’s actual returns and its expected performance, given its level of risk as measured by beta. A positive alpha figure indicates the fund hasperformed better than its beta would predict. In contrast, a negative alpha indicates the fund’s underperformance, given the expectations established by the fund’s beta.

Annual Returns Total returns calculated on a calendar-year basis. The annual return for a fund will be the same as its trailing 12-month total return only at year-end.

Annualized Returns Returns for periods longer than one year are expressed as "annualized returns." This is equivalent to the compound rate of return which, over a certain period of time, wouldproduce a fund’s total return over that same period.

Asset Allocation (Objective) Income and capital appreciation are dual goals for funds in this objective. Managers often use a flexible combination of stocks, bonds, and cash. Managers may shiftassets based on analysis of business-cycle trends.

Average Credit Quality Gives a snapshot of the portfolio’s overall credit quality. It is an average of each bond’s credit rating, adjusted for its relative weighting in the portfolio.

Average Effective Duration A measure of a fund's interest-rate sensitivity--the longer a fund's duration, the more sensitive the fund is to shifts in interest rates. Duration is determined by aformula that includes coupon rates and bond maturities. Small coupons tend to increase duration, while shorter maturities and higher coupons shorten duration. The relationship between fundswith different durations is straightforward: A fund with a duration of 10 years is twice as volatile as a fund with a five-year duration.

Average Effective Maturity Used for taxable fixed-income funds only, this figure takes into consideration all mortgage prepayments, puts, and adjustable coupons; it does not, however, accountfor call provisions. The number listed is a weighted average of all the maturities of the bonds in the portfolio, computed by weighing each maturity date (the date the security comes due) by themarket value of the security.

Balanced (Objective) Funds that seek both income and capital appreciation by investing in a generally fixed combination of stocks and bonds. These funds generally hold a minimum of 25% oftheir assets in fixed-income securities at all times.

Basis Point One-hundredth of a percentage point. For example, 50 basis points equals .50%.

Beta A measure of a fund’s sensitivity to market movements. The beta of the market is 1.00 by definition. Beta is calculated by comparing a fund’s excess return over Treasury bills to themarket's excess return over Treasury bills, so a beta of 1.10 shows that the fund has performed 10% better than its benchmark index in up markets and 10% worse in down markets, assuming allother factors remain constant. Conversely, a beta of 0.85 indicates that the fund’s excess return is expected to perform 15% worse than the market’s excess return during up markets and 15%better during down markets.

Bonds Interest-bearing certificates of indebtedness or IOUs. While bonds' rates of return remain fixed, bond prices change in relation to interest rates — when interest rates go up, bond prices godown, and vice versa. However, bond funds are variable funds and fluctuate with market conditions.

Bond funds Contrary to individual bonds, which offer a guaranteed rate of return, bond funds are variable funds and their returns may rise or fall depending on market conditions. Funds with 70%or more of their assets invested in bonds are classified as Bond Funds. Bond funds are divided into two main groups: Taxable Bond and Municipal Bond. Taxable Bond Fund categories includethe following: Long-Term Government, Intermediate-Term Government, Short-Term Government, Long-Term Bond, Intermediate-Term Bond, Short-Term Bond, Ultrashort-Bond, International-Bond, High-Yield Bond, Emerging-Markets Bond and Multisector Bond.

Breakpoint The investment amount at which investors in a load fund qualify for a discount on the fund’s sales charges.

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Broker A firm or individual that acts as an intermediary between a buyer and a seller of securities, thereby earning a commission on the transaction. Unlike a broker-dealer, a broker does not ownthe securities that he or she sells.

Callable Bond A bond that can be repaid early, at the issuer’s discretion. A callable bond allows an issuer to refinance debt at a lower rate, should interest rates drop below the coupon rate on thebond. If interest rates have dropped significantly since the date of issue, a callable bond will trade as though its maturity were shortened to the call date, which is the earliest time at which the bondcan be redeemed.

Capital Appreciation The taxable income generated when a security is sold. The amount of appreciation is measured by subtracting the purchase price from the sale price.

Capital Gains Taxable income generated only when a security is sold. This figure is calculated by subtracting the purchase price from the sale price. Under IRS regulations, funds must distribute98% of their capital gains each year to avoid paying taxes on them. Shareholders pay taxes on these distributions, even if the gains are reinvested. Further capital gains can be generated byselling shares in a fund for more than the original purchase price.

Capitalization The total dollar value of all stock issued by a company. Small-cap stocks are issued by companies with market cap less than $1 billion. Mid-cap stocks are issued by medium-sizedcompanies with market cap anywhere from $1 billion to $5 billion. Large-cap stocks include companies with market cap greater than $5 billion.

CMOs Collateralized mortgage obligations are derivative securities, created by chopping up mortgage pass-throughs or whole loans into various slices in order to redistribute the cash flows (bothprincipal and interest payments) from the underlying bonds. The CMO group, except for adjustable-rate mortgage funds, includes PACs (planned amortization class bonds), floating- and inverse-floating-rate CMOs, and accrual or Z-tranche bonds, among other varieties.Consumer Price Index (CPI) This index measures the changes in prices of goods and services purchased by urban households. Many pension and employment contracts are tied to changes inconsumer prices, as protection against inflation and reduced purchasing power.

Corporate Bond--General (Objective) Funds that seek income by investing in fixed-income securities. Funds with this objective may hold a variety of issues, including but not limited togovernment bonds, high-quality corporates, mortgages, asset-backeds, bank loans and junk bonds.

Corporate Bond--High Quality (Objective) Offerings that seek income by investing at least 65% of their assets in corporate debt securities rated A or higher. They generally maintain averageratings of AA or better.

Corporate Bond--High Yield (Objective) Funds that seek income by generally investing 65% or more of their assets in bonds rated below BBB. The price of these issues is generally affectedmore by the condition of the issuing company (similar to a stock) than by the interest-rate fluctuation that usually causes bond prices to move up and down.

Current income Results when a stock pays a dividend or a bond makes an interest payment. This is the value of your investment increased. With current income, you get a fairly stable pattern ofincome — which generally means reduced volatility. (Stock dividends must be declared, and are not predictable.)

Diversification Spreading your money over many different types of investments. Contrary to putting all your eggs in one basket, diversification can help protect your savings because when oneinvestment is doing poorly, another may be doing well. This does not guarantee against loss of value in your investments.

Dividends The distribution of earnings to stockholders by a company. Dividends are usually paid out from current earnings.

Domestic equity funds are placed in a category based on the style and size of the stocks they typically own. The style and size parameters are based on the divisions used in the investmentstyle box: Value, Blend, or Growth style and Small, Medium, or Large median market capitalization.

Domestic Hybrid Category Used for funds with stock holdings of greater than 20% but less than 70% of the portfolio.

Dow Jones Industrial Average Computed by summing the prices of the stocks of 30 companies and then dividing that total by an adjusted value--one which has been adjusted over the years toaccount for the effects of stock splits on the prices of the 30 companies. Dividends are reinvested to reflect the actual performance of the underlying securities.

Duration A time measure of a bond’s interest-rate sensitivity, based on the weighted average of the time periods over which a bond’s cash flows accrue to the bondholder. Time periods areweighted by multiplying by the present value of its cash flow divided by the bond’s price. (A bond’s cash flows consist of coupon payments and repayment of capital). A bond’s duration will almostalways be shorter than its maturity, with the exception of zero-coupon bonds, for which maturity and duration are equal.

Equity-Income (Objective) Funds that are expected to pursue current income by investing at least 65% of their assets in dividend-paying equity securities.

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Equity style box is a matrix that shows a fund’s investment style. Nine boxes represent two variables: the size of the companies invested in (small-cap, mid-cap, large-cap), and whether a fund isgrowth, value, or blend oriented. Morningstar recalculates the style of each fund on a monthly basis. The equity style box is shown below (areas are shaded according to risk — the darker thearea, the higher the risk associated with the investment).

Value Blend Growth

1 2 3 Large

4 5 6 Medium

7 8 9 Small

Excess Returns A component found in Morningstar Return, Morningstar Risk, and the Morningstar Rating. This figure is calculated by subtracting the monthly returns of the three-month Treasury-bill from the monthly returns of the fund during the same time period.

Exchange-Traded Funds (ETFs) are not mutual funds in the traditional sense; rather, they are hybrid instruments combining aspects of common stocks and mutual funds and offering many thebenefits of both. ETFs are products that trade like stocks. They mimic stock indexes and are passively managed just like an index fund. Because ETFs trade throughout the day just like a stock,investors have the ability to choose the timing and know the price of the transaction.

Expense Ratio The percentage of fund assets paid for operating expenses and management fees, including 12b-1 fees, administrative fees, and all other asset-based costs incurred by the fund,except brokerage costs. Fund expenses are reflected in the fund’s NAV . Sales charges are not included in the expense ratio.

FHLMC mortgages The Federal Home Loan Mortgage Commission, a federally-sponsored corporation that packages huge pools of individual mortgages and carves these pools up as mortgage-backed securities. This provides diversification, and consequently lower risk for mortgage investors. Although FHLMC securities are not directly backed by the federal government, it is implicitlyrecognized that the government would step in were there a likelihood that they would default.

Fixed-income style box is similar to the equity style box. Fixed income style boxes represent a bond fund’s investment style. A fixed-income style would be the intersection of its duration (short,intermediate, and long) and the quality of the bonds selected for the portfolio (high, medium, low). Listed below is the matrix using the fixed-income style groupings (again, the darker the shading,the higher the risk).

Short Int. Long

1 2 3 High

4 5 6 Medium

7 8 9 Low

Flagship Fund Not to be confused with the Flagship Family of funds, a flagship fund is typically the oldest of a management company’s funds, or one that boasts the largest number of assets.Such funds often bear the management company’s name.

Foreign Stock Category An international fund having no more than 10% of stocks invested in the United States.

Fund of Funds A fund that specializes in buying shares in other mutual funds rather than individual securities. Quite often this type of fund is not discernible from its name alone, but ratherthrough prospectus wording (i.e.: the fund’s charter).

Geometric Mean Return A compounded and annualized rate of return.

GNMA mortgages These are mortgage pass-through securities issued by the Government National Mortgage Association. These bonds are backed by the full faith and credit of the U.S.government.

Government Bond--General (Objective) Offerings that pursue income by investing in a combination of mortgage-backed securities, Treasuries, and agency securities.

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Government Bond--Mortgage (Objective) Funds that seek income by generally investing at least 65% of their assets in securities backed by mortgages, such as securities issued by theGovernment National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

Government Bond--Treasury (Objective) Treasury funds that seek income by generally investing at least 80% of their assets in U.S. Treasury securities.

Growth (Objective) Funds that pursue capital appreciation by investing primarily in equity securities. Current income, if considered at all, is a secondary concern.

Growth and Income (Objective) Growth of capital and current income are near-equal objectives for these funds. Investments are typically selected for both appreciation potential and dividend-paying ability.

Guaranteed Certificate Fund All money deposited into a certificate during a "deposit period" earns a guaranteed rate of return, credited daily until maturity. Backed by the general assets of thecertificate issuer.

High-Yield Bond Category A fund with at least 65% or more of bond assets in bonds rated below BBB.

Index Fund A fund that tracks a particular index and attempts to match returns. While an index typically has a much larger portfolio than a mutual fund, the fund’s management may study theindex’s movements to develop a representative sampling, and match sectors proportionately.

Individual Retirement Account (IRA) A personal retirement plan. Taxes on earnings are deferred until money from the account is withdrawn.

Industrial Cyclicals Sector Includes aerospace and aerospace industries, building supplies, industrial-building products, business equipment, chemicals, machinery (both light and industrial),metals fabrication (iron, steel, coal, and rare metals), paper and packaging, and photo equipment. Some examples of companies in this sector include Boeing, Canon, Caterpillar, Eastman Kodak,Georgia Pacific, Potash, and Sherwin-Williams.

Information Ratio The information ratio is a measure of the consistency of excess return. This value is determined by taking the annualized excess return over a benchmark (style benchmark bydefault) and dividing it by the standard deviation of excess return.

Institutional Fund Any fund that meets one of the following qualifications:a) has the word "institutional" in its name.

b) has a minimum initial purchase of $100,000 or more.

c) states in its prospectus that it is designed for institutional investors or those purchasing on a fiduciary basis.

International Equity Funds with 40% or more of their equity holdings in foreign stocks (on average over three years) are placed in the international equity class. These categories include Europe,Japan, International Hybrid, Latin America, Diversified Pacific, Pacific ex. Japan, Specialty Precious Metals, Diversified Emerging Markets, World Stock, and Foreign Stock. Foreign investmentsinvolve special risks, including currency fluctuations and political developments.

Lehman Brothers 1-3 Year Government Bond Comprised of both the Treasury Bond index (all public obligations of the U.S. Treasury, excluding flower bonds and foreign-targeted issues) andthe Agency Bond Index (all publicly issued debt of U.S. Government agencies and quasi-federal corporations and corporate-debt guaranteed by the U.S. Government). These bonds also musthave maturities of one to three years. The returns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Aggregate Index Composed of the Lehman Brothers Govt/Credit Index, the Mortgage-Backed Securities Index, and the Asset-Backed Securities Index. The returns publishedfor the index are total returns, which include reinvestment of dividends.

Lehman Brothers Credit Listed for corporate bond-general and high-quality funds. This index tracks the returns of all publicly issued, fixed-rate, nonconvertible, dollar-denominated, SEC-registered, investment-grade corporate debt. The returns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Government Bond Index Listed for government-bond general and Treasury funds. Because it tracks the returns of U.S. Treasuries, agency bonds, and one- to three-year U.S.government obligations, this index is effective for tracking portfolios holding non-mortgage government securities. The returns published for the index are total returns, which include reinvestmentof dividends.

Lehman Brothers Govt/Credit Represents a combination of the Government and Corporate Bond indices. The returns published for the index are total returns, which include reinvestment ofdividends. For more information, view the Lehman Brothers Web site or call 212-526-1000.

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Lehman Brothers Intermediate Government Index Includes those indexes found in the LB Government Index which have a maturity of one to three years. The returns published for the indexare total returns, which include reinvestment of dividends.

Lehman Brothers Intermediate Government/Corporate Index Includes both corporate (publicly-issued, fixed-rate, nonconvertible, investment grade, dollar-denominated, SEC-registered,corporate dept.) and government (Treasury Bond index, Agency Bond index, 1-3 Year Government index, and the 20+-Year treasury) indexes, including bonds with maturities up to ten years. Thereturns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Intermediate Treasury This index includes treasury bonds with maturates of at least one year and up to 10 years with an outstanding par value of at least 100 million. Theyinclude fixed-rate debt issues, rated investment grade or higher by Moody’s Investor Services, Standard & Poor’s Corporation, or Fitch Investor’s Service (in that order). Treasuries include allpublic obligations of the U.S. Treasury, excluding flower bonds and foreign-targeted issues. The returns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Long Credit Serves as a measure of all public-issued nonconvertible investment-grade corporate debts that have a maturity of 10 years or more. The returns published for theindex are total returns, which include reinvestment of dividends.

Lehman Brothers Long Term Government Index Includes those indexes found in the LB Government index which have a maturity of 10 years or more. The returns published for the index aretotal returns, which include reinvestment of dividends.

Lehman Brothers Mortgage-Backed Securities Includes 15- and 30-year fixed-rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA). The returnspublished for the index are total returns, which include reinvestment of dividends.

Life Cycle These funds are geared toward investors of a certain age or with a specific time horizon for investing. Typically they are grouped together in sets (i.e. conservative, moderate, andaggressive portfolios).

Linear Scale Linear graphs are scaled so that equal vertical distances represent the same absolute dollar value change. A drop from $10,000 to $9,000, for example, is represented in the sameway as a drop from $100,000 to $99,000.

Logarithmic Scale Used for graphs, a scale that reveals percentage changes. A given percentage move takes up the same amount of space as another move of equal percentage. A changefrom 100 to 200, for example, is presented in the same way as a change from 1000 to 2000.

Maturity Short-term bonds mature (or come due) in less than four years. Intermediate-term bonds mature in four to ten years. Long-term bonds mature more than ten years from the date ofpurchase. The longer the term, the higher the risk and the rate of potential return.

Management Fees The management fee is the percentage deducted from fund assets to pay an advisor or subadvisor. Often, as the fund's net assets grow, the percentage deducted formanagement fees decreases. For example, a particular fund may report a management fee of 0.40% on the first $500 million in assets, 0.35% on all assets between $500 million and $1 billion,and 0.30% on assets in excess of $1 billion. Thus, if the fund contains $1.5 billion in total net assets, the advisor scales back its management fees accordingly. Alternatively, the fund may computethe fee as a flat percentage of average net assets. The management fee might also come in the form of a group fee (G), a performance fee (P), or a gross income fee (I). Note: The managementfee is just one (albeit a major) component of a fund's costs. The overall expense ratio is the most useful number for investors. Actual fees are also noted in this section.

Market-Neutral Funds These are funds that attempt to eliminate the risks of the market by holding 50% of assets in long positions in stocks and 50% of assets in short positions. Funds in thisgroup match the characteristics of their long and short portfolios, keeping factors such as price-to-earnings and industry exposure similar. Stock picking, rather than broad market moves, shoulddrive a market-neutral fund's performance.

Median Market Capitalization The median market capitalization of a fund's equity portfolio gives you a measure of the size of the companies in which the fund invests. It is the trimmed mean ofthe market capitalizations of the stocks in the fund’s portfolio.

Modern Portfolio Theory (MPT) Statistics Alpha, beta, and R-squared are modern-portfolio-theory measures of a fund’s relative risk, based on least-squares regression of a fund’s excessreturns on the excess returns of a market index. Standard deviation is not considered an MPT statistic because it is not generated through the same formula or mathematical analysis as the otherthree statistics.

Money market funds Best described as short-term versions of bonds. These relatively low-risk variable funds hold very short-term securities such as U.S. government securities, certificates ofdeposit, cash and cash equivalents. Investments in Money Market funds are neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency.Although they seek to preserve the value of your investment at $1 per share, it is possible to lose money in Money Market funds.

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Morley Stable Value Index A hypothetical portfolio comprised of a weighted blend of 50% five-year stable value contracts, 30% three-year stable value contracts and 20% 30-day primecommercial paper. The five-year component consists of 60 hypothetical five-year stable value contracts, one purchased at the prior month end's illustrative rate at the beginnning of each monthfor the prior 60 months. The three-year component consists of 36 hypothetical three-year stable value contracts, one purchased at the prior month end's illustrative rate at the beginnning of eachmonth for the prior 36 months.

Morningstar was founded in 1984 to provide investors with useful information for making intelligent, informed investment decisions. The company’s first product, originally named the Mutual FundSourcebook, proved to be innovative in its ability to tap into an underserved market. Soon a demand grew for an even more in-depth and analytical publication, leading to the launch of MorningstarMutual Funds in late 1986.

Morningstar Category identifies funds based on their actual investment styles as measured by their underlying portfolio holdings (portfolio statistics and compositions over the past three years). Ifthe fund is new and has no portfolio, we estimate where it will fall before assigning a more permanent category. When necessary, we may change a category assignment based on currentinformation.

MSCI EAFE Ndtr_D Listed for foreign stock funds (EAFE refers to Europe, Australasia, and Far East). Widely accepted as a benchmark for international stock performance, the EAFE Index is anaggregate of 21 individual country indexes that collectively represent many of the major markets of the world. Ndtr_D indexes are calculated daily and take into account actual dividends reinvesteddaily before withholding taxes, but exclude special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do notbenefit from a double taxation treaty. The returns published for the index are total returns, which include reinvestment of dividends.

MSCI Europe Ndtr_D Listed for Europe stock funds. This index measures the performance of stock markets in Austria, Belgium, Denmark, Finland, France, Germany, Italy, the Netherlands,Norway, Spain, Sweden, Switzerland, Ireland, Portugal, and the United Kingdom. Total returns date back to December 1981. Ndtr_D indexes are calculated daily and take into account actualdividends reinvested daily before withholding taxes, but exclude special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, forforeigners who do not benefit from a double taxation treaty.

MSCI Pacific Ndtr_D Formerly known as MS Pacific, this index is listed for Pacific stock funds and measures the performance of stock markets in Australia, Hong Kong, Japan, New Zealand, andSingapore, and Malaysia. Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes, but exclude special tax credits declared bycompanies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from a double taxation treaty. The returns we publish for the index aretotal returns, which include reinvestment of dividends.

MSCI World Ndtr_D Includes all 23 MSCI developed market countries. Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes, butexclude special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from a double taxation treaty.

Mutual fund An investment option that pools money from many shareholders and invests it in a group of stocks, bonds, or other securities. Also known as an open-end investment managementcompany, mutual funds are securities required to be registered with the SEC.

NASD (National Association of Securities Dealers) A self-regulatory organization for the securities industry with jurisdiction over certain broker-dealers. The NASD enforces broker-dealers’compliance with securities regulations, including the requirement that they maintain sufficient levels of net operating capital. It also conducts market surveillance of the over-the-counter (OTC)securities market.

NAV Stands for net asset value, which is the fund’s share price. Funds compute this value by dividing the total net assets by the total number of shares.

NASDAQ Composite Index Measures the performance of all issues listed in the NASDAQ Stock Market, except for rights, warrants, units, and convertible debentures.

Net Assets The month-end net assets of the mutual fund, recorded in millions of dollars. Net-asset figures are useful in gauging a fund’s size, agility, and popularity. They help determine whethera small company fund, for example, can remain in its investment-objective category if its asset base reaches an ungainly size.

Ndtr_D: Noted for various Morgan Stanley indexes, Ndtr_D indicates that the index is listed in US dollars, with net dividends reinvested. Ndtr_D indexes take into account actual dividends beforewithholding taxes, but excludes special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from adouble taxation treaty.

NYSE (New York Stock Exchange Composite) Serves as a comprehensive measure of the market trend for the benefit of investors who are concerned with general stock market price movements.The index is a composite of all common stocks listed on the NYSE and four sub-groups--Industrial, Transportation, Utility, and Finance.

Options/Futures/Warrants Options and futures may be used speculatively, to leverage a portfolio, or cautiously, as a hedge against risk.

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OTC (over the counter) A name for a security that is not listed on an exchange. The OTC is the major trading market for all US bonds, as well as many small- and large-capitalization stocks.Whereas non-OTC stocks trade on the floor of actual stock exchanges, OTC issues are traded via telephone and computer networks connecting dealers in stocks and bonds. The dealer may ormay not be a member of a securities exchange, but he or she must be a member of the NASD.

Price/Book Ratio The weighted average of the price/book ratios of all the stocks in a fund’s portfolio. The P/B ratio of a company is calculated by dividing the market price of its stock by thecompany’s per-share book value. Stocks with negative book values are excluded from this calculation. In theory, a high P/B ratio indicates that the price of the stock exceeds the actual worth ofthe company's assets, while a low P/B ratio indicates that the stock is a bargain.

Price/Earnings Ratio The weighted average of the price/earnings ratios of the stocks in a fund’s portfolio. The P/E ratio of a stock is calculated by dividing the current price of the stock by itstrailing 12 months’ earnings per share. In computing the average, Morningstar weights each portfolio holding by the percentage of equity assets it represents, so that larger positions haveproportionately greater influence on the fund’s final P/E.

Price/Cash Flow This represents the weighted average of the price/cash-flow ratios of the stocks in a fund's portfolio. Price/cash-flow represents the amount an investor is willing to pay for adollar generated from a particular company's operations. Price/cash-flow shows the ability of a business to generate cash and acts as a gauge of liquidity and solvency. Because accountingconventions differ among nations, reported earnings (and P/E ratios) may not be comparable across national boundaries. Price/cash-flow attempts to provide an internationally-standard measureof a firm's stock price relative to its financial performance.

Prospectus A fund's formal written statement, generally issued on an annual basis. In this statement the fund sets forth its proposed purposes and goals, and other facts (e.g.: history andinvestment objective) that an investor should know in order to make an informed decision.

Prospectus Objective Indicates a particular fund’s investment goals, based on the wording in a fund's prospectus.

R-Squared Reflects the percentage of a fund’s movements that can be explained by movements in its benchmark index. An R-squared of 100 indicates that all movements of a fund can beexplained by movements in the index. Thus, index funds that invest only in S&P 500 stocks will have an R-squared very close to 100. Conversely, a low R-squared indicates that very few of thefund’s movements can be explained by movements in its benchmark index. An R-squared measure of 35, for example, means that only 35% of the fund’s movements can be explained bymovements in the benchmark index.

Regression A mathematical tool used to study the way that two sets of numbers interact with each other. Regression measures how much of one number's changes might be caused by or linkedto how much another number changes.

Returns Based Style Analysis In 1988, William F. Sharpe, Nobel Laureate and Professor of Finance at Stanford University, wrote an article for the Investment Analyst Review entitled"Determining a Fund's Effective Asset Mix". In this article, he demonstrated that a manager's style could be determined by analyzing portfolio returns, as opposed to holdings. This was donemathematically by comparing the manager's returns to the returns of a number of style indexes. This discovery revolutionized style and performance analysis and provided the basis for theStyleADVISOR suite of software.

Since its debut in 1993, StyleADVISOR has been the style analysis package of choice for the large institutional marketplace. Our client list has grown to include over 250 plan sponsors,consultants, and money managers. They use StyleADVISOR to determine, for themselves, using only monthly or quarterly returns, the style and consistency of managers and funds. They createcustom style benchmarks, do performance, risk-return, upside downside market capture analyses, manager to peer universe comparisons, asset allocation, and much more. StyleADVISOR alsoenables them to perform manager searches, create custom universes, evaluate competitors, and monitor aggregate portfolios.

Risk Basically there are four types of risk: 1) inflation risk means your money may not earn enough in the long run because as prices go up the value of your money goes down; 2) market riskmeans you could lose money because the price of a stock may go down; 3) credit risk means a company or organization that borrowed your money may not be able to pay it back; and 4) interestrate risk means you could lose money because as interest rates go up the value of bond investments goes down.

Risk-Free Rate of Return Three-month T-bills are government-backed short-term investments considered to be risk-free and as good as cash because the maturity is only three months.

Risk/Return Graph The Manager Risk/Return Graph displays the risk/return characteristics of a manager and compares them to a benchmark, universe or other managers. It plots Return on thevertical axis and a Risk Statistic on the horizontal axis.

The chart has crosshairs that provide a basis for comparison by dividing the graph into four quadrants. The crosshairs are centered at either the Market Benchmark, the Style Benchmark or themedian of the Universe, depending on the options you select. A relatively aggressive manager, for example, is likely to fall in the Northeast corner relative to the crosshairs centered at theuniverse median, with both more risk and more return.

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Russell 1000 Consists of the 1000 largest companies within the Russell 3000 index. Also known as the Market-Oriented Index, because it represents the group of stocks from which most activemoney managers choose. The returns published for the index are total returns, which include reinvestment of dividends.

Russell 1000 Growth Market-capitalization weighted index of those firms in the Russell 1000 with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 includes thelargest 1000 firms in the Russell 3000, which represents approximately 98% of the investable US equity market.

Russell 1000 Value Market-capitalization weighted index of those firms in the Russell 1000 with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 includes thelargest 1000 firms in the Russell 3000, which represents approximately 98% of the investable US equity market.

Russell 2000 Consists of the smallest 2000 companies in the Russell 3000 Index, representing approximately 7% of the Russell 3000 total market capitalization. The returns published for theindex are total returns, which include reinvestment of dividends.

Russell 2000 Growth Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having higher price-to-book ratios and higher forecastedgrowth values. The Russell 2000 Index includes the 2000 firms from the Russell 3000 Index with the smallest market capitalizations. The Russell 3000 Index represents 98% of the of theinvestable US equity market.

Russell 2000 Value Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growthvalues. The Russell 2000 Index includes the 2000 firms from the Russell 3000 Index with the smallest market capitalizations. The Russell 3000 Index represents 98% of the of the investable USequity market.

Russell 3000 Composed of the 3000 largest U.S. companies by market capitalization, representing approximately 98% of the U.S. equity market. The returns published for the index are totalreturns, which include reinvestment of dividends.

S&P 500/BARRA Growth Index A subset of the Standard & Poor's 500 Index®. Each year, all the stocks in the S&P 500® are classified as either growth or value. The stocks classified as growthmake up the S&P 500/BARRA Growth Index. In general, growth companies tend to have high price-to-earnings (P/E) ratios, low dividend yields, and above-average earnings growth rates.

S&P 500/BARRA Value Index A subset of the Standard & Poor's 500 Index®. Each year, all the stocks in the S&P 500® are classified as either growth or value. The stocks classified as valuemake up the S&P 500/BARRA Value Index. In general, value companies tend to have low P/E ratios, high dividend yields, and below-average earnings growth rates.

S&P 400 MidCap Index The S&P 400 MidCap Index consists of 400 U.S. companies that have market capitalization from $1 billion to $5 billion. The index includes approximately 312 industrialcompanies, 10 transportation companies, 41 utilities, and 37 financial companies.

S&P 500 Index® Standard & Poor's 500 Index® is a benchmark for the United States stock market. It's a list of the 500 largest publicly traded companies, which include 400 industrial companies,20 transportation companies, 40 utilities, and 40 financial companies.

S&P Small Cap 600 Index The Standard & Poor's SmallCap 600 Index consists of 600 U.S. companies that have market capitalization less than $1 billion. The index includes approximately 499industrial companies, 18 transportation companies, 27 utilities, and 56 financial companies. Equity securities of companies with small market capitalization may be more volatile than securities oflarger, more established companies.

SEC Yield A calculation based on a 30-day period ending on the last of the previous month. It is computed by dividing the net investment income per share earned during the period by themaximum offering price per share on the last day of the period.

Share Classes Shares of the same fund that offer different shareholder rights and obligations, such as different fee and load charges. Common share classes are A (front-end load), B (deferredfees), C (no sales charge and a relatively high annual 12b-1 fee, such as 1.00%). Multi-class funds hold the same investment portfolio for all classes, and differ only in their surrounding feestructure.

Sharpe Ratio A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine reward per unit of risk. The higherthe Sharpe Ratio, the better the fund’s historical risk-adjusted performance. The Sharpe ratio is calculated for the past 36-month period by dividing a fund’s annualized excess returns by itsannualized standard deviation.

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G - 9

Socially Conscious Any fund that invests according to non-economic guidelines. Such funds may make investments based on such issues as environmental responsibility, human rights, orreligious views. A socially conscious fund may take a pro-active stance by selectively investing in, for example, environmentally-friendly companies, or firms with good employee relations. Thisgroup also includes funds that avoid investing in companies involved in promoting alcohol, tobacco, or gambling, or in the defense industry.

Standard Deviation A statistical measurement of dispersion about an average, which, for a mutual fund, depicts how widely the returns varied over a certain period of time. Investors use thestandard deviation of historical performance to try to predict the range of returns that are most likely for a given fund. When a fund has a high standard deviation, the predicted range ofperformance is wide, implying greater volatility.

Stocks Ownership in a company. Stocks are sold by the company and then bought/sold among investors. Risks involved include the company not performing up to expectations or that the price ofyour stock will fall.

Style Benchmark The concept of the style benchmark was first introduced by Nobel Laureate William F. Sharpe in 1988 and referred to as the "Effective Asset Mix". A quadratic optimizer is usedto find a combination of the selected indices that would best track (have the highest correlation to) a given return series. For example, if a domestic equity manager optimization found that aweighted composite of 20% Russell Large Value, 10% Russell Large Growth, 60% Russell Small Value, 5% Russell Small Growth, and 5% T-bills had a 92% R-squared to that manager's returns,it could be said that 92% of this manager's performance may be attributed to his "style". The remaining 8% is unexplained variance due to stock selection, etc.

Tax-deferred earnings You don't have to pay taxes on any earnings in your 401(k) until you withdraw your money. The money in a 401(k) can grow faster than with other types of savings plans,because the earnings you accumulate, if any, are also tax-deferred.

Treynor Ratio The Treynor Ratio is a measure of performance per unit of market risk. It is the portfolio's excess return over the risk-free rate divided by the portfolio's beta to the selectedbenchmark. Also known as the Reward to Volatility Ratio.

Turnover Ratio The turnover rate of a fund is a decent proxy for how frequently a manager trades his or her portfolio. The inverse of a fund's turnover ratio is the average holding period for asecurity in that fund. If a fund consistently showed a 20% turnover ratio, for example, it would suggest that--on average--that fund holds a security for five years before selling it. A fund with a200% turnover ratio pretty much changes its portfolio wholesale every six months.

Upside / Downside Market Capture Graph StyleADVISOR's Upside / Downside Market Capture graph displays the percentage of benchmark movement captured by a manager in both up anddown markets. The graph plots the manager's upside capture ratio (vertical axis) against the downside capture ratio (horizontal axis). The capture ratio is the manager's return divided by thebenchmark's return, or the percentage of the benchmark’s return that was “captured” by the manager. The Upside capture ratio is computed for periods when the market has a positive return.The Downside capture ratio is computed for periods when the market has a negative return.

Variable funds Investments that fluctuate with market conditions. Unlike guaranteed investments, such as bonds or CDs, variable funds don't guarantee a specific rate of return. They do offerpotential for higher earnings in return for higher degree of market risk.

Wilshire 4500 Listed for small-company funds, measures the performance of all U.S. common equity securities excluding the stocks in the S&P 500. The returns published for the index are totalreturns, which include reinvestment of dividends.

Wilshire 5000 Measures the performance of all U.S. common equity securities, and so serves as an index of all stock trades in the United States. The returns published for the index are totalreturns, which include reinvestment of dividends.

World Stock Category An international fund having more than 10% of stocks invested in the US. Also known as global funds. Foreign Investments involve special risks, including currencyfluctuations and political developments.

1996-2001. Morningstar, Inc. All Rights Reserved. The information, data, analyses and opinions contained herein (1) include the confidential and proprietary information of Morningstar, Inc., (2)may not be copied or redistributed, (3) do not constitute investment advice offered by Morningstar, Inc., (4) are provided solely for information purposes and (5) are not warrented to be correct,complete or accurate. Morningstar, Inc. shall not be responsible for any trading decisions, damages or other losses resulting from or related to, this information, data, analyses or opinions or theiruse.

July 1, 2011 to June 30, 2012

Executive Summary for

Gwinnett County

Executive Summary

1. 2nd Quarter 2012 Plan Highlights 1. Quarterly custom newsletter

2. SecureFoundation “go live”

3. Roth “go live”

4. Online Breeze presentations for:

- 457(b)

- 401(a)

- Roth

2. Great West/Industry News -

408(b)2 plan sponsor fee disclosure

Plan Overview (in millions)

Assets at June 30, 2012 $204.86

Less assets at June 30, 2011 $196.76

Asset change for the year $8.10

Contributions for the year $20.86

Less distributions for the year ($15.36)

Net investment gain for the year $2.60

Asset change for the year $8.10

Total Assets (in Millions)

Asset Components (in Millions)

Plan assets were at $204.86 million as of June 30, 2012

Plan assets grew by $8.10 million (4.1%) from July 1, 2011

to June 30, 2012

Contributions were $20.86 million from July 1, 2011 to

June 30, 20112

As of June 30, 2012 there were 7,804 participants

Assets

Asset Distribution by Plan Asset Contribution by Plan 401(a) 457(b) Combined

Contributing Participants:

6/30/2011 2,482 3,194 5,676

6/30/2012 2,575 3,298 5,873

Average Annual

Contribution per Participant:

6/30/2011 $5,171 $2,376 $3,598

6/30/2012 $4,975 $2,441 $3,552

Average Number of

Investment Options per

Participant:

6/30/2011 6.3 5.4 5.8

6/30/2012 8.5 7.1 7.7

401(a) 457(b) Combined

Active Participants:

6/30/2011 3,012 4,436 7,448

6/30/2012 3,183 4,621 7,804

Average Account Balance

per Participant:

6/30/2011 $31,284 $23,113 $26,417

6/30/2012 $31,165 $22,867 $26,251

Average Number of


Participant:

6/30/2011 4.6 4.1 4.3

6/30/2012 5.2 4.5 4.8

Assets by Asset Class

37%

18%17%

8%

7%5%

3%3% 2%

Fixed

Fund of Funds

Large Cap

International

Mid Cap

Small Cap

Bond

Money Market

Balanced

$74.98

$36.70 $34.95

$15.73 $14.04

$10.43 $7.19 $7.06

$3.78

$-

$20.0

$40.0

$60.0

$80.0

$100.0

Dol

lar A

mou

nt (i

n m

illion

s)

0

1,500

3,000

4,500

6,000

7,500

9,000

6/30/2008 6/30/2009 6/30/2010 6/30/2011 6/30/2012

457(b) Plan 3,641 3,961 4,261 4,436 4,621

401(a) Plan 2,149 2,542 2,744 3,012 3,183

Plan Participation

7,8047,4487,005

6,503

5,790

Plan Review For:

For the Period From July 1, 2011 to June 30, 2012

Gwinnett County

2

Plan Overview

Section 1 Executive Summary

Section 2 Plan Assets

Section 3 Contributions

Section 4 Participation and Distributions

Section 5 Participant Services

Section 6 Great-West Update

Securities, when offered, are offered through GWFS Equities, Inc., and/or other broker dealers.

Great-West Retirement Services® refers to products and services provided by Great-West Life & Annuity Insurance Company, FASCore, LLC

(FASCore Administrators, LLC in California), First Great-West Life & Annuity Insurance Company, White Plains, New York and their subsidiaries

and affiliates. Great-West Life & Annuity Insurance Company is not licensed to conduct business in New York. Insurance products and related

services are sold in New York by its subsidiary, First Great-West Life & Annuity Insurance Company. Other products and services may be sold in

New York by FASCore, LLC.

Managed account guidance and advice services are offered by Advised Assets Group, LLC (AAG) – a federally registered investment adviser. AAG,

FASCore, LLC (FASCore Administrators in California), First Great-West Life & Annuity Insurance Company and GWFS Equities, Inc. are wholly

owned subsidiaries of Great-West Life & Annuity Insurance Company. Representatives of GWFS Equities, Inc. are not registered investment advisers,

and cannot offer financial, legal or tax advice. Please consult with your financial planner, attorney and/or tax adviser as needed.

The Power of Partnering and the Partnership logo are service marks of Great-West Life & Annuity Insurance Company. ©2008 Great-West Life &

Annuity Insurance Company. All rights reserved.

Table of Contents

3

Executive Summary

4

u Assets at June 30, 2012 $204.86

u Less assets at June 30, 2011 $196.76

u Asset change for the year $8.10

u Contributions for the year $20.86

u Less distributions for the year -$15.36

u Net investment gain for the year $2.60

u Asset change for the year $8.10

Asset Components

Total Assets

Plan Overview (in millions)

5

Plan Overview

u Plan assets were at $204.86 million

as of June 30, 2012

u Plan assets grew by $8.10 million (4.1%)

from July 1, 2011 to June 30, 2012

u Contributions were $20.86 million

from July 1, 2011 to June 30, 2012

u From July 1, 2011 to June 30, 2012

there were 7,804 participants

6

Plan Assets

7

Asset Growth

$0.0

$50.0

$100.0

$150.0

$200.0

$250.0

6/30/2008 6/30/2009 6/30/2010 6/30/2011 6/30/2012

457(b) Plan 81.84 74.44 86.20 102.53 105.67

401(a) Plan 57.49 62.28 74.26 94.23 99.20

Dolla

r A

mount (in M

illio

ns)

204.87196.76

160.46

136.72139.33

8

Assets by Asset Class

37%

18%17%

8%

7%5%

3%3% 2%

Fixed

Fund of Funds

Large Cap

International

Mid Cap

Small Cap

Bond

Money Market

Balanced

$74.98

$36.70 $34.95

$15.73 $14.04

$10.43 $7.19 $7.06

$3.78

$-

$20.0

$40.0

$60.0

$80.0

$100.0

Dol

lar A

mou

nt (i

n m

illion

s)

9

Percentage of Assets by Asset Class

Fund of Small Mid Large Money

Funds Internat'l Cap Cap Cap Balanced Bond Market Fixed

7/1/2007 to 6/30/2008 19.1% 6.8% 5.3% 2.5% 9.9% 2.9% 3.2% 3.5% 46.8%

7/1/2008 to 6/30/2009 20.2% 6.0% 3.3% 2.6% 8.0% 2.2% 3.2% 3.1% 51.4%

7/1/2009 to 6/30/2010 23.5% 6.7% 4.1% 3.6% 8.8% 2.1% 3.9% 3.1% 44.2%

7/1/2010 to 6/30/2011 25.5% 9.5% 5.1% 6.6% 8.9% 1.7% 4.0% 4.1% 34.5%

7/1/2011 to 6/30/2012 26.8% 8.5% 4.5% 6.6% 9.8% 1.8% 3.8% 5.4% 32.7%

Funds of Small Mid Large Money


7/1/2007 to 6/30/2008 7.4% 7.1% 6.3% 5.1% 34.1% 2.3% 2.3% 1.5% 33.9%

7/1/2008 to 6/30/2009 7.7% 6.4% 5.1% 5.0% 25.7% 2.0% 2.6% 1.9% 43.6%

7/1/2009 to 6/30/2010 8.7% 6.7% 5.6% 5.6% 24.1% 2.0% 3.5% 1.7% 42.0%

7/1/2010 to 6/30/2011 9.4% 7.6% 6.7% 7.2% 24.3% 1.8% 3.3% 1.9% 37.9%

7/1/2011 to 6/30/2012 9.6% 6.9% 5.7% 7.1% 23.9% 1.8% 3.2% 1.6% 40.3%

Fund of Small Mid Large Money


7/1/2007 to 6/30/2008 12.2% 7.0% 5.9% 4.0% 24.1% 2.6% 2.7% 2.3% 39.2%

7/1/2008 to 6/30/2009 13.4% 6.2% 4.3% 3.9% 17.7% 2.1% 2.9% 2.5% 47.1%

7/1/2009 to 6/30/2010 15.6% 6.7% 4.9% 4.7% 17.1% 2.1% 3.7% 2.4% 43.0%

7/1/2010 to 6/30/2011 17.1% 8.5% 5.9% 6.9% 16.9% 1.7% 3.6% 3.0% 36.3%

7/1/2011 to 6/30/2012 17.9% 7.7% 5.1% 6.9% 17.1% 1.8% 3.5% 3.4% 36.6%

Combined

401(a) Plan

457(b) Plan

10

Assets by Investment Option

$7.497

$9.583

$12.276

$4.204

$3.145

$0.000

$6.246

$3.312

$1.399

$1.914

$2.855

$4.647

$0.529

$3.206

$0.000

$2.053

$6.142

$4.301

$1.398

$2.198

$9.499

$1.248

$4.787

$12.107

$1.400

$3.615

$2.291

$2.189

$1.592

$2.930

$3.081

$1.183

$0.907

$6.152

$74.978

$0.0 $15.0 $30.0 $45.0 $60.0 $75.0 $90.0

Maxim Aggressive Profile Portfolio

Maxim Moderately Aggressive Profile Port

Maxim Moderate Profile Portfolio

Maxim Moderately Conservative Profile

Maxim Conservative Profile Portfolio

Maxim SecureFoundation Lifetime 2030 G

Artisan International Fund

Dreyfus International Stock Index

Janus Global Select T

Oppenheimer Developing Markets Y

Oppenheimer Global Y

Baron Growth Fund

Columbia Small Cap Value Fund II - Z

Neuberger Berman Genesis Fund - Trust

Monumental Life Insurance

Royce Low Priced Stock Fund Service

Artisan Mid Cap Fund


Nuveen Tradewinds Value Opp I

Perkins Mid Cap Value Fund T

American Funds Growth Fund A

American Funds Inv Co Amer A

BlackRock Equity Index - Collective F

Fidelity Contrafund

Janus Twenty Fund T

TIAA-CREF Institutional Equity Index


Fidelity Puritan Fund

Janus Balanced Fund T

PIMCO Total Return Fund - Admin

Vanguard Total Bond Market Index Signal

JP Morgan High Yield Bond A

TD AMERITRADE SDB Money Market

TD AMERITRADE SDB Securities

Gwinnett Stable Value Fund

Dollar Amount (in millions)

11

Asset Distribution by Fund – 401(a) Plan


6/30/2008 2,149

6/30/2009 2,542

6/30/2010 2,744

6/30/2011 3,012

6/30/2012 3,183

Average Account

Balance per Participant:

6/30/2008 $26,752

6/30/2009 $24,499

6/30/2010 $27,064

6/30/2011 $31,284

6/30/2012 $31,165

Average Number of

Investment Options

per Participant:

6/30/2008 2.7

6/30/2009 3.3

6/30/2010 4.0

6/30/2011 4.6

6/30/2012 5.2

Asset Class/Fund Name

Amount Pct Accts Amount Pct Accts

Fund of Funds

Maxim Aggressive Profile Portfolio 4,937,621 5.2% 321 4,903,934 4.9% 305

Maxim Moderately Aggressive Profile Port 6,139,164 6.5% 351 6,798,792 6.9% 337

Maxim Moderate Profile Portfolio 8,400,363 8.9% 576 9,614,165 9.7% 546

Maxim Moderately Conservative Profile 2,827,138 3.0% 147 3,266,469 3.3% 139

Maxim Conservative Profile Portfolio 1,733,170 1.8% 114 1,973,732 2.0% 109

24,037,457 25.5% 26,557,092 26.8%

International

Artisan International Fund 1,755,016 1.9% 768 3,452,292 3.5% 1,343

Dreyfus International Stock Index 1,911,624 2.0% 1,100 1,991,357 2.0% 1,321

Oppenheimer Developing Market 918,565 1.0% 867 0 0.0% -

Oppenheimer Global Fund A 3,348,864 3.6% 1,150 0 0.0% -

Janus Global Select T 994,481 1.1% 742 761,704 0.8% 115

Oppenheimer Developing Markets Y 0 0.0% - 848,618 0.9% 1,274

Oppenheimer Global Y 0 0.0% - 1,414,414 1.4% 162

8,928,550 9.5% 8,468,384 8.5%

Small-Cap

Baron Grow th Fund 1,276,719 1.4% 127 2,476,866 2.5% 1,297

Columbia Small Cap Value Fund II - Z 1,108,913 1.2% 1,011 152,972 0.2% 34

Neuberger Berman Genesis Fund - Trust 1,141,311 1.2% 118 1,044,205 1.1% 119

Royce Low Priced Stock Fund Service 1,248,451 1.3% 128 776,631 0.8% 95

4,775,393 5.1% 4,450,674 4.5%

M id-Cap

Artisan Mid Cap Fund 1,959,590 2.1% 147 2,205,855 2.2% 1,341

American Century Mid Cap Value A 0 0.0% - 2,983,988 3.0% 1,214

Nuveen Tradew inds Value Opp I 713,004 0.8% 91 634,111 0.6% 234

Perkins Mid Cap Value S 3,583,481 3.8% 1,065 0 0.0% -

Perkins Mid Cap Value Fund T 0 0.0% - 690,441 0.7% 103

6,256,075 6.6% 6,514,395 6.6%

Large-Cap

American Funds Grow th Fund A 1,297,148 1.4% 160 1,613,013 1.6% 1,172

American Funds Inv Co Amer A 426,381 0.5% 58 443,244 0.4% 52

BlackRock Equity Index - Collective F 2,182,461 2.3% 313 1,810,832 1.8% 279

Fidelity Contrafund 2,055,716 2.2% 172 2,172,546 2.2% 204

Invesco Van Kampen Grow th & Income A 685,440 0.7% 104 0 0.0% -

Janus Tw enty Fund T 766,603 0.8% 98 684,920 0.7% 90

TIAA-CREF Institutional Equity Index 968,823 1.0% 823 2,351,927 2.4% 1,211

Invesco Van Kampen Grow th and Income Y 0 0.0% - 668,028 0.7% 74

8,382,572 8.9% 9,744,508 9.8%

Balanced

Fidelity Puritan Fund 497,319 0.5% 74 771,393 0.8% 214

Janus Balanced Fund T 1,132,823 1.2% 99 1,061,628 1.1% 94

1,630,142 1.7% 1,833,021 1.8%

Bond

PIMCO Total Return Fund - Admin 2,215,065 2.4% 1,076 1,388,955 1.4% 1,316

Vanguard Total Bond Market Index Signal 1,022,401 1.1% 593 1,823,447 1.8% 578

JP Morgan High Yield Bond A 550,398 0.6% 87 606,060 0.6% 89

3,787,865 4.0% 3,818,463 3.8%

M oney M arket

TD AMERITRADE SDB Money Market 584,881 0.6% 24 373,573 0.4% 38

TD AMERITRADE SDB Securities 3,319,289 3.5% 22 5,005,853 5.0% 35

3,904,170 4.1% 5,379,426 5.4%

Fixed

Gw innett Stable Value Fund 32,524,516 34.5% 1,255 32,431,077 32.7% 1,171

32,524,516 34.5% 32,431,077 32.7%

94,226,740 100.0% 99,197,041 100.0%

6/30/20126/30/2011

12 12

Asset Distribution by Fund – 457 Plan



Fund of Funds




Maxim Moderately Conservative Profile 955,859 0.9% 157 937,093 0.9% 149


Maxim SecureFoundation Lifetime 2030 G 0 0.0% - 25 0.0% 1

9,610,461 9.4% 10,147,535 9.6%

International

Artisan International Fund 2,157,397 2.1% 895 2,793,902 2.6% 1,463


Oppenheimer Developing Market 1,020,068 1.0% 888 0 0.0% -



Oppenheimer Developing Markets Y 0 0.0% - 1,065,481 1.0% 1,294


7,766,937 7.6% 7,258,004 6.9%

Small-Cap


Columbia Small Cap Value Fund II - Z 715,966 0.7% 964 375,660 0.4% 68


Monumental Life Insurance 0 0.0% - 114 0.0% 3

Royce Low Priced Stock Fund Service 1,946,656 1.9% 240 1,275,881 1.2% 206

6,850,436 6.7% 5,983,955 5.7%

M id-Cap





Perkins Mid Cap Value Fund T 0 0.0% - 1,507,839 1.4% 279

7,359,349 7.2% 7,525,102 7.1%

Large-Cap

American Funds Grow th Fund A 8,277,974 8.1% 920 7,885,770 7.5% 1,799



Fidelity Contrafund 9,923,020 9.7% 953 9,934,843 9.4% 924

Invesco Van Kampen Grow th & Income A 1,836,567 1.8% 335 0 0.0% -


TIAA-CREF Institutional Equity Index 525,339 0.5% 765 1,262,965 1.2% 1,165

Invesco Van Kampen Grow th and Income Y 0 0.0% - 1,623,307 1.5% 280

24,897,022 24.3% 25,202,877 23.9%

Balanced

Fidelity Puritan Fund 1,263,424 1.2% 179 1,417,676 1.3% 334

Janus Balanced Fund T 534,821 0.5% 118 529,979 0.5% 113

1,798,245 1.8% 1,947,655 1.8%

Bond


Vanguard Total Bond Market Index Signal 1,091,225 1.1% 629 1,257,153 1.2% 625


3,345,493 3.3% 3,374,946 3.2%

M oney M arket

TD AMERITRADE SDB Money Market 606,371 0.6% 33 533,790 0.5% 31


1,992,575 1.9% 1,679,698 1.6%

Fixed


38,909,745 37.9% 42,547,358 40.3%

102,530,263 100.0% 105,667,129 100.0%

6/30/2011 6/30/2012


6/30/2008 3,641

6/30/2009 3,961

6/30/2010 4,261

6/30/2011 4,436

6/30/2012 4,621

Average Account

Balance per Participant:

6/30/2008 $22,478

6/30/2009 $18,793

6/30/2010 $20,229

6/30/2011 $23,113

6/30/2012 $22,867

Average Number of

Investment Options

per Participant:

6/30/2008 3.2

6/30/2009 3.4

6/30/2010 3.8

6/30/2011 4.1

6/30/2012 4.5

13 13 13

Asset Distribution by Fund – Combined



Fund of Funds







33,647,918 17.1% 36,704,628 17.9%

International

Artisan International Fund 3,912,412 2.0% 1,663 6,246,193 3.0% 2,806


Oppenheimer Developing Market 1,938,633 1.0% 1,755 0 0.0% -


Janus Global Select T 1,812,331 0.9% 1,486 1,398,910 0.7% 297



16,695,487 8.5% 15,726,388 7.7%

Small-Cap






11,625,829 5.9% 10,434,629 5.1%

M id-Cap



Nuveen Tradew inds Value Opp I 1,555,754 0.8% 252 1,398,290 0.7% 553



13,615,424 6.9% 14,039,497 6.9%

Large-Cap

American Funds Grow th Fund A 9,575,122 4.9% 1,080 9,498,783 4.6% 2,971

American Funds Inv Co Amer A 1,195,208 0.6% 197 1,248,068 0.6% 188


Fidelity Contrafund 11,978,736 6.1% 1,125 12,107,388 5.9% 1,128


Janus Tw enty Fund T 1,416,530 0.7% 251 1,399,780 0.7% 243

TIAA-CREF Institutional Equity Index 1,494,162 0.8% 1,588 3,614,891 1.8% 2,376


33,279,594 16.9% 34,947,385 17.1%

Balanced



3,428,387 1.7% 3,780,676 1.8%

Bond


Vanguard Total Bond Market Index Signal 2,113,626 1.1% 1,222 3,080,600 1.5% 1,203

JP Morgan High Yield Bond A 981,602 0.5% 240 1,182,787 0.6% 246

7,133,358 3.6% 7,193,408 3.5%

M oney M arket

TD AMERITRADE SDB Money Market 1,191,252 0.6% 57 907,362 0.4% 69


5,896,745 3.0% 7,059,124 3.4%

Fixed


71,434,261 36.3% 74,978,435 36.6%

196,757,003 100.0% 204,864,171 100.0%

6/30/20126/30/2011

Total Active Accounts:

6/30/2008 5,790

6/30/2009 6,503

6/30/2010 7,005

6/30/2011 7,448

6/30/2012 7,804

Average Account

Balance per Account:

6/30/2008 $24,065

6/30/2009 $21,023

6/30/2010 $22,907

6/30/2011 $26,417

6/30/2012 $26,251

Average Number of

Investment Options

per Account:

6/30/2008 3.0

6/30/2009 3.3

6/30/2010 3.8

6/30/2011 4.3

6/30/2012 4.8

14

Contributions

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

6/30/2008 6/30/2009 6/30/2010 6/30/2011 6/30/2012

457(b) Plan 8.14 7.83 10.58 7.59 8.05

401(a) Plan 9.33 11.97 12.07 12.83 12.81

Dolla

r A

mount (in M

illio

ns)

15

Contribution History

20.8620.42

22.65

19.80

17.47

16

Contributions by Asset Class

$5.36 $4.91

$3.13

$2.91

$2.20

$1.46

$0.59 $0.32

$-

$1.60

$3.20

$4.80

$6.40

Dol

lar A

mou

nt (i

n m

illio

ns)

26%

23%15%

14%

11%7%

3% 1%Fixed

Funds of Funds

International

Large Cap

Mid Cap

Small Cap

Bond

Balanced

17

Percentage of Contributions by Asset Class

Fund of Small Mid Large

Funds Internat'l Cap Cap Cap Balanced Bond Fixed

7/1/2007 to 6/30/2008 36.6% 7.7% 4.0% 2.7% 10.2% 2.2% 2.7% 33.9%

7/1/2008 to 6/30/2009 33.5% 8.7% 4.4% 3.4% 11.9% 1.9% 2.8% 33.4%

7/1/2009 to 6/30/2010 33.2% 11.6% 4.2% 5.4% 12.9% 2.0% 3.6% 27.2%

7/1/2010 to 6/30/2011 29.1% 13.1% 6.5% 8.9% 13.6% 1.4% 3.5% 23.9%

7/1/2011 to 6/30/2012 27.8% 16.0% 6.5% 10.9% 11.6% 1.5% 2.6% 23.0%



7/1/2007 to 6/30/2008 20.4% 9.3% 6.4% 6.4% 27.2% 3.6% 2.2% 24.5%

7/1/2008 to 6/30/2009 14.6% 9.3% 6.3% 5.9% 24.4% 1.8% 2.8% 34.8%

7/1/2009 to 6/30/2010 12.4% 9.0% 4.9% 5.9% 20.0% 1.7% 3.0% 43.0%

7/1/2010 to 6/30/2011 15.7% 11.0% 7.1% 8.4% 20.6% 1.5% 3.6% 32.0%

7/1/2011 to 6/30/2012 16.6% 13.3% 7.7% 9.9% 17.7% 1.5% 3.2% 30.0%



7/1/2007 to 6/30/2008 29.0% 8.4% 5.1% 4.4% 18.1% 2.8% 2.5% 29.5%

7/1/2008 to 6/30/2009 26.0% 9.0% 5.1% 4.4% 16.8% 1.9% 2.8% 33.9%

7/1/2009 to 6/30/2010 23.5% 10.4% 4.5% 5.6% 16.2% 1.8% 3.3% 34.6%

7/1/2010 to 6/30/2011 24.1% 12.3% 6.7% 8.7% 16.2% 1.5% 3.5% 26.9%

7/1/2011 to 6/30/2012 23.5% 15.0% 7.0% 10.5% 13.9% 1.5% 2.8% 25.7%

Combined

401(a) Plan

457(b) Plan

18

Contribution by Investment Option

$1.142$1.186

$1.925$0.371

$0.281$0.000

$0.808$0.595

$0.262$0.878

$0.232$0.352$0.328

$0.276$0.001

$0.503$0.423

$0.339$0.176

$1.042$0.215

$0.591$0.112

$0.320$0.629

$0.112$0.163

$0.912$0.066

$0.183$0.134

$0.336$0.165

$0.093$5.356

$0.00 $1.50 $3.00 $4.50 $6.00

Maxim Aggressive Profile PortfolioMaxim Moderately Aggressive Profile …

Maxim Moderate Profile PortfolioMaxim Moderately Conservative Profile

Maxim Conservative Profile PortfolioMaxim SecureFoundation Lifetime …

Artisan International FundDreyfus International Stock IndexOppenheimer Developing Market

Oppenheimer Global Fund AJanus Global Select T

Baron Growth FundColumbia Small Cap Value Fund II - Z

Neuberger Berman Genesis Fund -…Monumental Life Insurance

Royce Low Priced Stock Fund ServiceArtisan Mid Cap Fund

American Century Mid Cap Value ANuveen Tradewinds Value Opp I

Perkins Mid Cap Value SPerkins Mid Cap Value Fund T

American Funds Growth Fund AAmerican Funds Inv Co Amer A

BlackRock Equity Index - Collective FFidelity Contrafund

Invesco Van Kampen Growth & …Janus Twenty Fund T

TIAA-CREF Institutional Equity IndexInvesco Van Kampen Growth and …

Fidelity Puritan FundJanus Balanced Fund T

PIMCO Total Return Fund - AdminVanguard Total Bond Market Index …

JP Morgan High Yield Bond AGwinnett Stable Value Fund

Dollar Amount (in millions)

19

Contributions by Fund – 401(a) Plan



Fund of Funds

Maxim Aggressive Profile Portfolio 721,024 5.6% 267 717,637 5.6% 257

Maxim Moderately Aggressive Profile Port 895,993 7.0% 275 862,138 6.7% 259



Maxim Conservative Profile Portfolio 204,665 1.6% 96 203,528 1.6% 88

3,734,953 29.1% 3,566,347 27.8%

International

Artisan International Fund 197,345 1.5% 547 523,188 4.1% 1,251

Dreyfus International Stock Index 719,411 5.6% 1,067 400,003 3.1% 1,244

Oppenheimer Developing Market 227,097 1.8% 1,006 151,981 1.2% 1,059

Oppenheimer Global Fund A 393,858 3.1% 1,014 610,272 4.8% 1,125



Oppenheimer Global Y 0 0.0% - 133,300 1.0% 931

1,683,871 13.1% 2,053,332 16.0%

Small-Cap

Baron Grow th Fund 109,842 0.9% 89 195,378 1.5% 1,016

Columbia Small Cap Value Fund II - Z 265,559 2.1% 980 204,861 1.6% 1,063

Neuberger Berman Genesis Fund - Trust 120,602 0.9% 102 128,398 1.0% 102

Royce Low Priced Stock Fund Service 333,484 2.6% 946 310,049 2.4% 930

829,488 6.5% 838,686 6.5%

M id-Cap

Artisan Mid Cap Fund 174,558 1.4% 846 213,628 1.7% 1,173

American Century Mid Cap Value A 0 0.0% - 252,009 2.0% 1,065

Lord Abbett Mid Cap Stock A 177,850 1.4% 824 0 0.0% -


Perkins Mid Cap Value S 707,378 5.5% 1,001 712,253 5.6% 1,076


1,143,863 8.9% 1,397,777 10.9%

Large-Cap

American Funds Grow th Fund A 182,331 1.4% 129 192,484 1.5% 1,013


BlackRock Equity Index - Collective F 412,821 3.2% 973 155,356 1.2% 335

Fidelity Contrafund 200,187 1.6% 137 232,131 1.8% 167

Invesco Van Kampen Grow th & Income A 100,186 0.8% 207 50,434 0.4% 78


Oppenheimer Capital Appreciation Fund 26,459 0.2% 35 0 0.0% -

TIAA-CREF Institutional Equity Index 637,524 5.0% 986 662,026 5.2% 1,156


1,744,032 13.6% 1,480,954 11.6%

Balanced



180,968 1.4% 196,762 1.5%

Bond

MFS High Income Fund 15,234 0.1% 51 0 0.0% -

PIMCO Total Return Fund - Admin 238,977 1.9% 1,036 196,235 1.5% 1,162

Vanguard Total Bond Market Index Signal 163,902 1.3% 159 86,955 0.7% 108


447,681 3.5% 334,612 2.6%

Fixed

Gw innett Stable Value Fund 3,068,652 23.9% 899 2,941,749 23.0% 903

3,068,652 23.9% 2,941,749 23.0%

12,833,508 100.0% 12,810,220 100.0%

7/1/2011 to 6/30/20127/1/2010 to 6/30/2011


6/30/2008 1,843

6/30/2009 2,125

6/30/2010 2,284

6/30/2011 2,482

6/30/2012 2,575

6/30/2008 $5,061

6/30/2009 $5,632

6/30/2010 $5,283

6/30/2011 $5,171

6/30/2012 $4,975

6/30/2008 2.9

6/30/2009 4.2

6/30/2010 4.9

6/30/2011 6.3

6/30/2012 8.5

Average Number of Investment

Options per Participant:

Average Contribution per

Participant:

20 20

Contributions by Fund – 457 Plan



Fund of Funds

Maxim Aggressive Profile Portfolio 388,919 5.1% 361 424,481 5.3% 357

Maxim Moderately Aggressive Profile Port 349,239 4.6% 338 324,236 4.0% 318

Maxim Moderate Profile Portfolio 309,910 4.1% 307 415,980 5.2% 311




1,194,708 15.7% 1,339,316 16.6%

International

Artisan International Fund 160,741 2.1% 599 284,422 3.5% 1,254


Oppenheimer Developing Market 146,284 1.9% 960 110,184 1.4% 1,034

Oppenheimer Global Fund A 179,738 2.4% 997 267,940 3.3% 1,110



Oppenheimer Global Y 0 0.0% - 66,901 0.8% 1,017

836,055 11.0% 1,073,482 13.3%

Small-Cap


Columbia Small Cap Value Fund II - Z 103,473 1.4% 901 123,124 1.5% 985


Monumental Life Insurance 1,411 0.0% 5 1,024 0.0% 3

Royce Low Priced Stock Fund Service 185,029 2.4% 912 193,449 2.4% 903

539,057 7.1% 621,892 7.7%

M id-Cap

Artisan Mid Cap Fund 205,346 2.7% 976 209,459 2.6% 1,270

American Century Mid Cap Value A 0 0.0% - 87,116 1.1% 976

Lord Abbett Mid Cap Stock A 83,098 1.1% 828 0 0.0% -


Perkins Mid Cap Value S 269,765 3.6% 990 329,744 4.1% 1,076


634,867 8.4% 797,788 9.9%

Large-Cap



BlackRock Equity Index - Collective F 240,495 3.2% 1,007 164,381 2.0% 473





TIAA-CREF Institutional Equity Index 190,518 2.5% 883 249,908 3.1% 1,082


1,565,075 20.6% 1,424,572 17.7%

Balanced



117,380 1.5% 119,904 1.5%

Bond


PIMCO Total Return Fund - Admin 137,839 1.8% 955 139,496 1.7% 1,093



276,392 3.6% 258,685 3.2%

Fixed


2,426,238 32.0% 2,414,392 30.0%

7,589,772 100.0% 8,050,031 100.0%

7/1/2011 to 6/30/20127/1/2010 to 6/30/2011


6/30/2008 2,752

6/30/2009 3,007

6/30/2010 3,236

6/30/2011 3,194

6/30/2012 3,298

6/30/2008 $2,958

6/30/2009 $2,605

6/30/2010 $3,269

6/30/2011 $2,376

6/30/2012 $2,441

6/30/2008 3.4

6/30/2009 3.9

6/30/2010 4.3

6/30/2011 5.4

6/30/2012 7.1

Average Number of Investment

Options per Participant:

Average Annual Contributions

per Participant:

21 21 21

Contributions by Fund – Combined



Fund of Funds







4,929,661 24.1% 4,905,663 23.5%

International

Artisan International Fund 358,086 1.8% 1,146 807,610 3.9% 2,505


Oppenheimer Developing Market 373,381 1.8% 1,966 262,165 1.3% 2,093

Oppenheimer Global Fund A 573,595 2.8% 2,011 878,212 4.2% 2,235

Janus Global Select T 237,888 1.2% 1,519 232,017 1.1% 1,608


Oppenheimer Global Y 0 0.0% - 200,201 1.0% 1,948

2,519,926 12.3% 3,126,814 15.0%

Small-Cap


Columbia Small Cap Value Fund II - Z 369,033 1.8% 1,881 327,984 1.6% 2,048


Monumental Life Insurance 1,411 0.0% 5 1,024 0.0% 3

Royce Low Priced Stock Fund Service 518,513 2.5% 1,858 503,499 2.4% 1,833

1,368,544 6.7% 1,460,578 7.0%

M id-Cap

Artisan Mid Cap Fund 379,904 1.9% 1,822 423,087 2.0% 2,443

American Century Mid Cap Value A 0 0.0% - 339,125 1.6% 2,041

Lord Abbett Mid Cap Stock A 260,947 1.3% 1,652 0 0.0% -


Perkins Mid Cap Value S 977,142 4.8% 1,991 1,041,997 5.0% 2,152

Perkins Mid Cap Value Fund T 0 0.0% - 215,122 1.0% 1,885

1,778,730 8.7% 2,195,565 10.5%

Large-Cap



BlackRock Equity Index - Collective F 653,316 3.2% 1,980 319,737 1.5% 808





TIAA-CREF Institutional Equity Index 828,042 4.1% 1,869 911,934 4.4% 2,238


3,309,108 16.2% 2,905,526 13.9%

Balanced



298,348 1.5% 316,667 1.5%

Bond


PIMCO Total Return Fund - Admin 376,816 1.8% 1,991 335,731 1.6% 2,255



724,073 3.5% 593,297 2.8%

Fixed


5,494,890 26.9% 5,356,141 25.7%

20,423,280 100.0% 20,860,251 100.0%

7/1/2011 to 6/30/20127/1/2010 to 6/30/2011

Total Accounts

Receiving Contributions:

6/30/2008 4,595

6/30/2009 5,132

6/30/2010 5,520

6/30/2011 5,676

6/30/2012 5,873

6/30/2008 $3,801

6/30/2009 $3,858

6/30/2010 $4,102

6/30/2011 $3,598

6/30/2012 $3,552

6/30/2008 3.2

6/30/2009 4.1

6/30/2010 4.6

6/30/2011 5.8

6/30/2012 7.7

Average Number of


Account:

Average Contributions per

Account:

22

Participation and Distributions

23

0

1,500

3,000

4,500

6,000

7,500

9,000

6/30/2008 6/30/2009 6/30/2010 6/30/2011 6/30/2012

457(b) Plan 3,641 3,961 4,261 4,436 4,621

401(a) Plan 2,149 2,542 2,744 3,012 3,183

Plan Participation

7,8047,448

7,0056,503

5,790

24

Benefit Payment Distribution – 401(a) Plan

Amount Pct Count Amount Pct Count

Full Withdrawals

Death 0 0.0% 0 1,534,491 18.8% 1

Disability 12,162 0.2% 2 0 0.0% 0

Retirement 1,071,471 21.0% 10 628,661 7.7% 9

Separation of Service 1,648,955 32.3% 133 2,558,535 31.3% 158

Total Full Withdrawals: 2,732,588 53.5% 145 4,721,686 57.8% 168

Partial Withdrawals

Benefit Payment 0 0.0% 0 1,800 0.0% 1

In Service 0 0.0% 0 20,000 0.2% 1

In Service - Retirement Age 50,019 1.0% 1 30,056 0.4% 1

Minimum Distribution 366 0.0% 1 0 0.0% 0

Retirement 1,384,944 27.1% 16 2,182,375 26.7% 18

Separation of Service 423,889 8.3% 23 578,431 7.1% 21

Total Partial Withdrawals: 1,859,218 36.4% 41 2,812,662 34.4% 42

Periodic Payments

Benefit Payment 0 0.0% 0 1,800 0.0% 1

Minimum Distribution 717 0.0% 1 4,180 0.1% 2

Retirement 516,050 10.1% 18 628,149 7.7% 18

Total Periodic Payments: 516,768 10.1% 19 634,128 7.8% 21

5,108,573 100.0% 205 8,168,477 100.0% 231

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

25 25

Benefit Payment Distribution – 457 Plan


Full Withdrawals

Deminimus 457 0 0.0% 0 4,844 0.1% 1

Death 281,627 3.6% 5 25,493 0.4% 5

Disability 0 0.0% 0 834 0.0% 1

Retirement 2,089,870 26.8% 48 1,491,992 20.7% 59

Separation of Service 1,047,014 13.5% 112 621,790 8.6% 130


Partial Withdrawals

INSERVROMT 141,221 1.8% 7 46,558 0.6% 7

Death 40,180 0.5% 2 13,014 0.2% 3

Disability 5,500 0.1% 1 5,800 0.1% 1

External Transfer 352 0.0% 1 0 0.0% 0

Hardship 123,640 1.6% 29 77,290 1.1% 26

Loan 2,002,925 25.7% 334 1,826,140 25.4% 299

Minimum Distribution 22,049 0.3% 7 849 0.0% 2

Retirement 1,107,705 14.2% 88 1,953,899 27.2% 85


Service Credit 0 0.0% 0 80,150 1.1% 4


Periodic Payments

Benefit Payment 7,585 0.1% 2 9,285 0.1% 3

Minimum Distribution 52,273 0.7% 21 50,712 0.7% 24

Retirement 557,891 7.2% 70 662,649 9.2% 72

Total Periodic Payments: 617,750 7.9% 93 722,646 10.1% 99

7,783,737 100.0% 747 7,190,389 100.0% 751

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

26 26 26

Benefit Payment Distribution – Combined


Full Withdrawals

Deminimus 457 0 0.0% 0 4,844 0.0% 1

Death 281,627 2.2% 5 1,559,984 10.2% 6

Disability 12,162 0.1% 2 834 0.0% 1

Retirement 3,161,342 24.5% 58 2,120,653 13.8% 68

Separation of Service 2,695,969 20.9% 245 3,180,325 20.7% 288


Partial Withdrawals

INSERVROMT 141,221 1.1% 7 46,558 0.3% 7

Benefit Payment 0 0.0% 0 1,800 0.0% 1

Death 40,180 0.3% 2 13,014 0.1% 3

Disability 5,500 0.0% 1 5,800 0.0% 1

External Transfer 352 0.0% 1 0 0.0% 0

Hardship 123,640 1.0% 29 77,290 0.5% 26

In Service 0 0.0% 0 20,000 0.1% 1

In Service - Retirement Age 50,019 0.4% 1 30,056 0.2% 1

Loan 2,002,925 15.5% 334 1,826,140 11.9% 299

Minimum Distribution 22,416 0.2% 8 849 0.0% 2

Retirement 2,492,648 19.3% 104 4,136,274 26.9% 103


Service Credit 0 0.0% 0 80,150 0.5% 4


Periodic Payments

Benefit Payment 7,585 0.1% 2 11,085 0.1% 4

Minimum Distribution 52,991 0.4% 22 54,892 0.4% 26

Retirement 1,073,942 8.3% 88 1,290,798 8.4% 90

Total Periodic Payments: 1,134,517 8.8% 112 1,356,774 8.8% 120

12,892,310 100.0% 952 15,358,866 100.0% 982

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

27

Participant Services

28 28 28 28

KeyTalk® Statistics – 401(a) Plan

Category Total Pct Total Pct

Change Passcode 29 13.6% 354 71.8%

Inq Acct Bal 14 6.5% 9 1.8%

Inq Alloc 5 2.3% 9 1.8%

Inq Dol Avg 1 0.5% - 0.0%

Inq Loan 1 0.5% 114 23.1%

Inq Tran Hist 8 3.7% 7 1.4%

Order Passcode 90 42.1% - 0.0%

Req Pin 66 30.8% - 0.0%

GRAND TOTAL 214 100.0% 493 100.0%

Total Calls 545 1,628

Rolled to Customer Service 454 1,236

Pct Transferred to CSR 83.3% 75.9%

Plan Totals

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

29 29 29 29 29

KeyTalk® Statistics – 457 Plan



Inq Acct Bal 16 35.6% - 0.0%

Inq Alloc 1 2.2% - 0.0%

Inq Tran Hist 2 4.4% - 0.0%

Req Pin 8 17.8% - 0.0%

GRAND TOTAL 45 100.0% 218 100.0%

Total Calls 77 6

Rolled to Customer Service 58 5


Plan Totals

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

30 30 30

KeyTalk® Statistics – Combined



Inq Acct Bal 30 11.6% 9 1.3%

Inq Alloc 6 2.3% 9 1.3%

Inq Dol Avg 1 0.4% - 0.0%

Inq Loan 1 0.4% 114 16.0%

Inq Tran Hist 10 3.9% 7 1.0%

Order Passcode 90 34.7% - 0.0%

Req Pin 74 28.6% - 0.0%

GRAND TOTAL 259 100.0% 711 100.0%

Total Calls 622 1,634

Rolled to Customer Service 512 1,241


Plan Totals

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

31

Internet Statistics – 401(a) Plan


Account And Certificates Overview 82 0.3% 2,147 6.1%

Allocation And Asset Allocation 12 0.0% 1,207 3.4%

Disbursement Summary 636 2.1% 896 2.5%

Fund Overview And Prospectus 18 0.1% 169 0.5%

Address Change 40 0.1% 61 0.2%

Allocation 218 0.7% 204 0.6%

Beneficiaries 170 0.5% 190 0.5%

Change Passcode 1,113 3.6% 568 1.6%


Elec Filing Cabinet 25 0.1% 66 0.2%

Email Address 276 0.9% 319 0.9%

Fund To Fund Trf 233 0.8% 297 0.8%

Indic Data 66 0.2% 109 0.3%

Inq Acct Bal 3,441 11.1% 3,179 9.0%

Inq Acct Sum 1,405 4.5% 1,264 3.6%

Inq Alloc 747 2.4% 628 1.8%

Inq Asset Alloc 477 1.5% 413 1.2%

Inq Asset Alloc Comparison 344 1.1% 305 0.9%

Inq Bal Comparison 2,755 8.9% 1,556 4.4%

Inq Bal History 2,170 7.0% 1,929 5.5%

Inq Bene 926 3.0% 1,050 3.0%

Inq Dfrl 56 0.2% 87 0.2%

Inq Elec Stmts 639 2.1% 690 2.0%

Inq Fund Overview 535 1.7% 676 1.9%

Inq Fund Prospectus 57 0.2% 82 0.2%

Inq Fund Returns 542 1.8% 501 1.4%

Inq Funds Trnd 252 0.8% 364 1.0%

Inq Loan Sum 26 0.1% 25 0.1%

Inq Managed Account-Ibbotson 34 0.1% 44 0.1%

Inq O/L Forms 588 1.9% 686 1.9%

Inq Online Prospectus 136 0.4% 128 0.4%

Inq Per Rate Return 6,001 19.4% 5,464 15.5%

Inq Rates 101 0.3% 158 0.4%

Inq Stmt On Demand 1,822 5.9% 1,701 4.8%

Inq Tran Hist 1,759 5.7% 4,585 13.0%

Inq Trfs - Comp/Pend/Perd 384 1.2% 360 1.0%

Inq Uval 896 2.9% 720 2.0%

Inquire Address 611 2.0% 624 1.8%

Order Passcode 77 0.2% 140 0.4%

Rebalancer 106 0.3% 99 0.3%

Registration 378 1.2% 587 1.7%

Transaction Downloads 96 0.3% 57 0.2%

Trf From Sda 12 0.0% 10 0.0%

Trf To Sda 59 0.2% 65 0.2%

GRAND TOTAL 30,957 100.0% 35,306 100.0%

Number of Successful log ins 16,349 18,447

Plan Totals

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

32 32

Internet Statistics – 457 Plan





Fund Overview And Prospectus - 0.0% 14 0.1%

Address Change 1 0.0% - 0.0%

Allocation 42 0.7% 43 0.4%




Email Address 7 0.1% 14 0.1%

Fund To Fund Trf 60 1.0% 56 0.5%

Indic Data 6 0.1% 6 0.1%

Inq Acct Bal 1,130 19.2% 929 8.4%

Inq Acct Sum 210 3.6% 148 1.3%

Inq Alloc 67 1.1% 67 0.6%

Inq Asset Alloc 50 0.8% 35 0.3%


Inq Bal Comparison 398 6.8% 201 1.8%

Inq Bal History 530 9.0% 386 3.5%

Inq Bene 61 1.0% 52 0.5%

Inq Dfrl 5 0.1% 11 0.1%

Inq Elec Stmts 49 0.8% 49 0.4%




Inq Funds Trnd 5 0.1% 18 0.2%

Inq Loan Sum 18 0.3% 9 0.1%

Inq O/L Forms 78 1.3% 59 0.5%


Inq Per Rate Return 822 14.0% 572 5.2%

Inq Rates 11 0.2% 16 0.1%

Inq Stmt On Demand 287 4.9% 156 1.4%

Inq Tran Hist 303 5.1% 2,370 21.5%


Inq Uval 159 2.7% 105 1.0%


Rebalancer 30 0.5% 27 0.2%



Trf To Sda 2 0.0% 1 0.0%

GRAND TOTAL 5,887 100.0% 11,038 100.0%


Plan Totals

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

33 33 33

Internet Statistics – Combined





Fund Overview And Prospectus 18 0.0% 183 0.4%

Address Change 41 0.1% 61 0.1%

Allocation 260 0.7% 247 0.5%

Beneficiaries 170 0.5% 190 0.4%

Change Passcode 2,011 5.5% 966 2.1%



Email Address 283 0.8% 333 0.7%

Fund To Fund Trf 293 0.8% 353 0.8%

Indic Data 72 0.2% 115 0.2%

Inq Acct Bal 4,571 12.4% 4,108 8.9%

Inq Acct Sum 1,615 4.4% 1,412 3.0%

Inq Alloc 814 2.2% 695 1.5%

Inq Asset Alloc 527 1.4% 448 1.0%


Inq Bal Comparison 3,153 8.6% 1,757 3.8%

Inq Bal History 2,700 7.3% 2,315 5.0%

Inq Bene 987 2.7% 1,102 2.4%

Inq Dfrl 61 0.2% 98 0.2%

Inq Elec Stmts 688 1.9% 739 1.6%




Inq Funds Trnd 257 0.7% 382 0.8%

Inq Loan Sum 44 0.1% 34 0.1%

Inq Managed Account-Ibbotson 34 0.1% 44 0.1%

Inq O/L Forms 666 1.8% 745 1.6%


Inq Per Rate Return 6,823 18.5% 6,036 13.0%

Inq Rates 112 0.3% 174 0.4%

Inq Stmt On Demand 2,109 5.7% 1,857 4.0%

Inq Tran Hist 2,062 5.6% 6,955 15.0%


Inq Uval 1,055 2.9% 825 1.8%


Order Passcode 77 0.2% 140 0.3%

Rebalancer 136 0.4% 126 0.3%



Trf From Sda 12 0.0% 10 0.0%

Trf To Sda 61 0.2% 66 0.1%

GRAND TOTAL 36,844 100.0% 46,344 100.0%


Plan Totals

7/1/2010 to 6/30/2011 7/1/2011 to 6/30/2012

34

Great-West Update

35

Recordkeeping - Participant History

Great-West continues to grow as a force in the Record keeping marketplace. We do record keeping in the 457(b), 401(a/k), 403(b), 408 markets as well as in the Institutional and Defined Benefit plan markets. The table below shows our participant growth as a record keeper in these markets

•12/31/2011 4,438,513

•12/31/2010 4,409,418

•12/31/2009 4,200,735

•12/31/2008 3,739,464

•12/31/2007 3,477,918

•12/31/2006 3,413,562

•12/31/2005 2,766,641

•12/31/2004 2,510,681

•12/31/2003 2,351,450

•12/31/2002 2,289,241

•12/31/2001 2,178,541

36

Recordkeeping Services

37

Government Relationships

Great-West has one of the strongest track records in the industry on renewing existing client relationships and adding new client relationships. Attached is a list of just a few of those recently renewed or new relationships we have formed.

Renewed Relationships:

•State of Oklahoma

•Commonwealth of Massachusetts

•State of Texas

•City of Los Angeles

•City of South San Francisco

New Relationships:

•West Palm Beach, FL

•City of Pasadena, CA

38

Great-West Current Ratings

• A.M. Best Company, Inc.: A+ (Superior; highest of 10

categories) for financial strength, operating performance,

and business profile

• Fitch Ratings: AA (Very Strong; second highest of nine

categories) for financial strength

• Moody’s Investors Service: Aa3 (Excellent; second highest

of nine categories) for financial strength

• Standard & Poor’s: AA (Very Strong; second highest of

nine categories) for financial strength

39

Five Year Financial Rating History

Fitch Moody’s S&P A.M. Best

2011 AA

Aa3 AA A+

2010 AA

Aa3 AA A+

2009 AA+

Aa3 AA A+

2008 AA+

Aa3 AA A+

2007 AA+

Aa3 AA A+

NEXT SECTION

ab

Gwinnett County Public Employees Retirement System - LCG July 13, 2012

Performance by Manager

Returns as of June 30, 2012 Q2 Q1 YTD 1 Year 3 Year 5 Year 7 Year 10 Year

TCW -6.88% 16.00% 8.02% 5.50% 18.20% 5.15% 5.93% 8.20%

Sands Capital Management -6.84% 24.51% 15.99% 10.31% 26.88% 8.60% 8.24% 9.60%

Bahl & Gaynor -3.83% 9.83% 5.61% 3.43% 14.65% 3.07% 5.04% 5.55%

Columbia -11.35% 20.24% 6.59% -7.18% 16.63% 4.43% 7.55% *10.26%

Rainier -5.32% 16.50% 10.64% 2.43% 15.66% 0.90% Not Provided 7.30%

Russell 1000 Growth -4.02% 14.69% 10.08% 5.76% 17.50% 2.87% 5.50% 6.03%

All are Gross Perfomance Returns

*Inception 3/312003

These unaudited performance returns have been provided by the money managers, which we believe to be reliable, but make no

representations or warranties as to their accuracy or completeness. The UBS Institutional Consulting Group can not be held responsible for

returns provided by these sources.

Gwinnett County Employees Retirement SystemJune 8, 2012

Sands Capital Select GrowthLarge Cap Growth Equity Portfolio

Tab I Investment Overview Page 2 Our MissionWhat Distinguishes Sands Capital?Firm OverviewResearch and Portfolio Management TeamInvestment PhilosophyInvestment StrategyFocus on Sustainable GrowthPortfolio Construction ProcessRisk Management ProcessResearch Process

Tab II Investment Results Page 13 Investment Results Annualized Investment ResultsYearly Investment Results Attribution Summary

Tab III Portfolio Companies Page 19 Why We Own

Appendix Page 26 Investment ProfessionalsOther Key ProfessionalsPerformance Disclosure

1

Table of Contents2020 th Anniversaryth Anniversary

SCMMISS11112

Sands Capital Management exists to add value and enhance the wealth of our clients with prudence over time.

Our Mission2020 th Anniversaryth Anniversary

Exclusive focus on owning leading growth businesses

Long-term investment horizon

Deep, proprietary, business-focused global research

Concentrated investment approach

Risk management from a business owner's perspective

Independence, size and stability

Continuity of investment process and personnel

Our only business is investment management

1

2

3

4

5

6

7

8

Sands Capital Management vs. Russell 1000® Growth Index: Cumulative Return, Inception thru 3/31/12

SGDIST0312

What Distinguishes Sands Capital?

Note: Inception date is February 29, 1992. The investment results are that of the Tax Exempt Institutional Equity Composite (TEIEC). They are gross of fees and do not reflect the deduction of investment advisory fees. The client’s return will be reduced by these fees in addition to any other expenses incurred in the management of the account. Please reference the Performance Disclosure Page at the end of presentation for additional disclosures. Past performance is not indicative of future results.

-200%

0%

200%

400%

600%

800%

1000%

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

908.8%

322.2%

12.2% SCM Select Growth (Gross)

Annualized Since Inception

7.4% Russell 1000® Growth Index

3

2020 th Anniversaryth Anniversary

Note: Sands Capital Management selected institutional, fully discretionary, large capitalization equity accounts which are indicative of the various types and locales of its client base for inclusion in this Representative Client List. The client's consent to be included on this list should not be construed as approval or disapproval by these clients of Sands Capital Management or its advisory services. Wrap sponsor programs are included in the High Net Worth category above. In the client size breakdown, wrap sponsor programs are counted as one client each. As of 3/31/12, there were approximately 1,102 underlying accounts in wrap sponsor programs.

CorporateGeneral MillsGeneral MotorsHalliburton

Taft/Hartley TradesElectrical WorkersPlumbers & PipefittersUAW

EducationAmerican University Colby CollegePenn State University

Sub AdvisoryGuideStone FundsMassMutual Financial GroupMLC (National Australia Bank)

Endowments & FoundationsNational Gallery of ArtRichard King Mellon FoundationSurdna Foundation

PublicIllinois Municipal Retirement FundState of Minnesota State of North Carolina

Total Assets Under Management Approximately$23.9 Billion as of 3/31/12

Education 2%

Corporate 21%

Public16%

High Net Worth 9%

Taft/Hartley3%

Religious 1%

Sub Advisory17%

Hospital 6%

Charitable5%

Touchstone Funds19%

SGFIRM0312

Firm Overview (As of 3/31/12)

SovereignWealth

2%

Superannuation2% Firm Information

• Independent and staff-owned

• Founded in 1992

• Total staff of 78 employees

• Located in Arlington, VA

4


Portfolio Management and Global Research Teams

Frank M. Sands, Jr., CFAChief Investment Officer, Chief Executive Officer

20 Years Experience/Joined Sands Capital Management in 2000

Select Growth Portfolio Management Team

Frank M. Sands, Jr., CFA Thomas M. Ricketts, CFA T. Perry Williams, CFA

Frank M. Sands, Sr., CFAChairman, Founder

43 Years Experience/Founded SCM in 1992

SGPMT0512

Consumer Energy Financial Services Industrials Life Science Technology

Global Sector Heads

T. Perry Williams, CFASr. Research Analyst, Sr. Portfolio Manager,

Executive Managing Director17 years experience

Joined SCM in 2004

A. Michael Sramek, CFASr. Research Analyst, Sr. Portfolio Manager,

Managing Director15 years experience

Joined SCM in 2001

Sunil H. Thakor, CFASr. Research Analyst, Sr. Portfolio Manager

12 years experienceJoined SCM in 2004

David E. Levanson, CFASr. Research Analyst, Sr. Portfolio Manager,


Re-joined SCM in 2002

Thomas M. Ricketts, CFASr. Research Analyst, Sr. Portfolio Manager,


Joined SCM in 1994

John K. FreemanSr. Research Analyst, Sr. Portfolio Manager

9 years experienceJoined SCM in 2006

Research Analysts

Davis M. Catlin, CFAResearch Analyst

Joined SCM in 2007

Ashraf A. HaqueResearch Analyst

Joined SCM in 2008

Matthew W. Luneburg, CFAResearch Analyst

Joined SCM in 2006

Michael F. Raab, CFAResearch Analyst

Joined SCM in 2007

Neil KansariResearch Analyst

Joined SCM in 2008

Barron MartinResearch Analyst

Joined SCM in 2008

Wesley A. Johnston, CFAResearch Analyst

Joined SCM in 2004

Brian A. Christiansen, CFAResearch Analyst

Joined SCM in 2006

Michael P. Rubin, MD, CFAResearch Analyst

Joined SCM in 2008

Thomas H. Trentman, CFAResearch Analyst

Joined SCM in 2005

Michael J. ClarkeResearch Analyst

Joined SCM in 2011

Research Associates

Jonathan D. FarberResearch Associate

Degelis E. TuftsSr. Research Associate

Brian X. KeeganResearch Associate

Glenn A. BickleyResearch Associate

Cecil Y. AngResearch Associate

Ravi I. DayabhaiResearch Associate

Michael J. GinderResearch Associate

Emerson F. BluhmSr. Research Associate

Six Global Sectors

5


“As long-term investors, we buy leading growth businesses…we do not trade stocks.”

- Frank M. Sands, Sr. Founder

We believe that over time common stock prices will reflect the earnings power and growth of the underlying businesses. To be successful we must:

Identify the few truly exceptional businesses with sustainable growth.

Construct a concentrated “best ideas” portfolio.

Accept short-term market volatility in exchange for long-term wealth creation.

6 SCMPHIL0111

Investment Philosophy2020 th Anniversaryth Anniversary

The cornerstone of our investment strategy is our proprietary global research: fundamental, bottom-up, and business-focused.

We seek to identify leading growth businesses that meet the following criteria:

1. Sustainable above-average earnings growth

2. Leadership position in a promising business space

3. Significant competitive advantages/unique business franchise

4. Clear mission and value-added focus

5. Financial strength

6. Rational valuation relative to the market and business prospects

7 SCMSTRAT0111

Investment Strategy2020 th Anniversaryth Anniversary

Earnings

Time

Hyper Growers

• Emerging innovator opportunities

• Passed inflection point• Early leadership

Inflection Point

MaturityClassic Growers

• Established leaders• Strong competitive

advantage• Global business

Duration Growers

• Most established• Highly visible long-term

opportunities

Note: The companies illustrated represent a sub-set of the portfolio holdings. There is no assurance that any security listed will remain in the portfolio. These examples were selected based on their sectors and SCM’s assessment of where each company is within the lifecycle. This assessment of each business is based on SCM’s estimate of its long-term market opportunity, the degree to which that market opportunity has been penetrated, the company growth rate, and the market growth rate, among other factors.

SGLIFE1211

Focus on Sustainable Growth Over Life Cycle

8


All investment decisions are driven by our six investment criteria. This is our primary source of value-added.

Our Six KeyInvestment Criteria

Conviction weighted relativeto average weight.

The primary focus of our research effort is determining whether or not

to own a business.

Portfolio Weighting

9 SCMPPROC0111

Portfolio Construction Process2020 th Anniversaryth Anniversary

The primary risk we seek to manage is the risk of a permanent loss of capital resulting from a negative business or investment outcome. Risk management is integrated throughout our entire research and portfolio construction process.

Key Sources of Risk Principles-Based Risk Management Process

Business Risk• Six investment criteria• Deep proprietary research• Portfolio construction – strategic weights

Market Risk • Expected return ranges• Portfolio construction – tactical weights

Macro Risk• “Headwinds/Tailwinds” framework• Focus on long-term secular forces not

short-term economic forecasts

Portfolio-Level Risk

• Diversification by geography, industry, etc.• Monitor overlapping growth drivers• Awareness of implied macro “bets”• Liquidity

Note: These are general risk management principles the implementation of which is subject to the discretion of the Sands Capital Management and clients’ specific portfolio mandates. No assurance can be given that the investment objective of the portfolio will be achieved. Past performance is not an indication of future results.

10 SCMRISK0111

Risk Management Process — A Business Owner’s Perspective2020 th Anniversaryth Anniversary

The purpose of this process is to identify leading growth businesses we can own for many years.

11 SCMRPROC0111

Research Process

Leading growth businesses

in key growth sectors.

A Select Portfolio of

Our Best IdeasPRELIMINARY REVIEW

IDEA GENERATION

RESEARCH & ANALYSIS

DISCUSSION & DEBATE


PRELIMINARY REVIEW

IDEA GENERATION

RESEARCH & ANALYSIS

Research Activities

• Conduct “Deep Dive” to expand initial evaluation of company

• Interview vendors, suppliers, competitors, customers and/or industry experts

• Meet company management

• Travel to relevant markets, visit stores, test products, etc.

• Review public filings and Street research

• Build proprietary financial model and scenario analysis

• Identify key metrics for business / industry

• Identify and evaluate company-specific risks

• Build hypothetical “sell case”

Review Activities

• Conduct initial review to evaluate company against 6 key investment criteria

• Identify key questions and research objectives

• Review with PM Team and establish priorities

• Add to “new opportunities” list (~15-20 companies at any given time)

Evaluation Activities

• Sector team or lead analyst presents investment case and recommendation to the PM Team

• Outcome may be a decision to purchase, pass on new idea, or identify areas where additional research is needed

• Final decision made by the PM Team

Key Drivers

• Significant change in fundamentals

• Flaw in original investment case

• Meaningful overvaluation vs. underlying business

• Funding source for a new opportunity

• Risk management decision

Sourcing Activities

• In-house sector expertise

• Competitive landscape analysis

• Extensive travel to key markets

• Industry & trade periodicals

• Industry conferences

• Company mgmt.

• Company filings

• Quantitative screens

The purpose of this process is to identify great businesses we can own for many years.

DISCUSSION & DEBATE

Sell Discipline

A Select Portfolio of Our

Best Ideas

12 SGRPROC0512

Research Process2020 th Anniversaryth Anniversary

Investment Results

* Preliminary results.

Note: The above investment results are gross of fees and do not reflect the deduction of investment advisory fees. The client’s return will be reduced by these fees in addition to any other expenses incurred in the management of the account. Please reference the Performance Disclosure Page at the end of this presentation for additional disclosures. Past performance is not indicative of future results.

SGTEIEC0512

Total Account

Russell 1000®

Growth

Value AddedRelative to R1000G (bps) Cumulative Value Added

Relative to R1000G (bps)Quarter Year

2002 -26.91% -27.88% 97 97

2003 36.73% 29.75% 698 636

2004 21.03% 6.30% 1473 2149

2005 10.99% 5.26% 573 2955

2006 -5.23% 9.07% -1430 1302

2007 19.72% 11.81% 791 2461

2008 -48.37% -38.44% -993 2

2009 72.23% 37.21% 3502 2756

2010 27.22% 16.71% 1051 4641

2011 3.02% 2.64% 38 4828

2012 1st Quarter 24.51% 14.69% 982 7280

2nd Quarter (As of 5/31/12)* -7.98% -6.56% -142 6489

2012 YTD (As of 5/31/12)* 14.58% 7.17% 741 6489

Cumulative 10 Years (5/31/02 - 5/31/12)* 133.46% 58.62% 7484

Annualized 10 Years (Through 5/31/12)* 8.85% 4.72% 413

Tax Exempt Institutional Equity CompositeInvestment Results — Gross of Fees

As of May 31, 2012

13


1 Year 3 Years 5 Years 10 Years Since Inception

Sands Capital Select Growth (Gross of Fees)Russell 1000 Growth Index

Note: Inception date is February 29, 1992. The above investment results are gross of fees and do not reflect the deduction of investment advisory fees. The client’s return will be reduced by these fees in addition to any other expenses incurred in the management of the account. Please reference the Performance Disclosure Page at the end of this presentation for additional disclosures. Past performance is not indicative of future results.

SGINVR0312

22.6%

38.8%

11.1%8.5%

12.2%11.0%

25.3%

5.1% 4.3%

7.4%

Annualized Investment Results vs. The Russell 1000® Growth (As of 3/31/12)

14


5.8

0.23.8

43.138.9

30.9

54.9

48.3

-17.8-15.4

-26.9

36.7

21.0

11.0

-5.2

19.7

-48.4

72.2

27.2

3.0

24.5

7.42.9 2.7

37.2

23.1

30.5

38.7

33.2

-22.4 -20.4

-27.9

29.8

6.3 5.39.1

11.8

-38.4

37.2

16.7

2.6

14.7

Alpha

Sands Capital Select Growth (Gross of Fees)Russell 1000 Growth Index

* Inception date is February 29, 1992Note: The above investment results are gross of fees and do not reflect the deduction of investment advisory fees. The client’s return will be reduced by these fees in addition to any other expenses incurred in the management of the account. Please reference the Performance presentation for additional disclosures. Past performance is not indicative of future results

-1.6 -2.7

1.15.9

15.8

0.4

16.2 15.1

4.6 5.01.0

6.9

14.7

5.7

-14.3

7.9

-10.0

35.0

10.5

0.4

9.8

2010200920082007200620052004200320022001200019991998199719961995199419931992* 2012YTD

Yearly Investment Results vs. The Russell 1000® Growth (As of 3/31/12)

SGINVR0312

2011

15


Attribution Summary

SGATT031216


oiloftroP fo %emaN ynapmoCG0001RPMOCQEG0001RPMOCQEyrammuS9.8.cnI elppA1.411.62raeY 5-3 tsaceroF - htworG SPE58582seitiruceS fo .oN5.7.cnI asiV5.9115.99)B$( paC tekraM egarevA dethgieWT3.7M3.371,11)$( stessA5.6.cni moc.ecrofselas5.68.12)B$( paC tekraM naideM0.0011.99)%( ytiuqE3.6.cnI moc.nozamA6.411.22htnoM-21 tsaceroF - E/P0.09.0)%( hsaC3.6A lC .cnI elgooG4.14.0dleiY dnediviD0.0015.29sgnidloH krmB %

% of Top 10 Holdings 55.7 29.2 Total 35.4

S E C T O R A C T I V E W E I G H T ( % )

Sector Name EQCOMP R1000G6.721.33ygolonhceT

Consumer Discretionary 24.5 16.81.017.51eraC htlaeH

Financial Services 10.2 5.90.017.9ygrenE

Materials & Processing 3.0 5.9Producer Durables 2.9 13.2

0.09.0]hsaC[Consumer Staples 0.0 9.9

6.00.0seitilitU

EQCOMP

Information presented in the Attribution Summary Report is supplemental to a GIPS compliant presentation provided at the end of the presentation. Past performance is not indicative of future results.

S E C T O R A L L O C A T I O N ( % )

C O M P O S I T I O N T O P 5 P O R T F O L I O H O L D I N G SC H A R A C T E R I S T I C S

P O R T F O L I O P R O F I L E S U M M A R Y

Base Currency: USD

TAX-EXEMPT INSTITUTIONAL EQUITY COMPOSITE (EQCOMP)

Russell® 1000 Growth (R1000G)

MARCH 31, 2012

-15.0 -10.0 -5.0 0.0 5.0 10.0 15.0

Technology

Consumer Discretionary

Health Care

Financial Services

Energy

Materials & Processing

Producer Durables

[Cash]

Consumer Staples

Utilities

5.5

7.7

5.6

4.4

-0.3

-3.0

-10.3

0.9

-9.9

-0.6

Attribution Summary

17


S R E M R O F R E P E T U L O S B A T S R O WS R E M R O F R E P E T U L O S B A T S E B

Company Name Average Weight Return Contribution Company Name Average Weight Return Contribution

Regeneron Pharmaceuticals Inc 1.1 100.5 1.8 OpenTable Inc. 0.8 -61.2 -1.19.1-6.15-3.2.cnI xilfteN8.22.884.3.cnI slacituecamrahP noixelA

raeY 1 gniliarTSNRUTER 9.0-8.82-0.2.oC ygrenE nretsewhtuoS5.40.272.7.cnI elppA75 Attribution Generated Return 22.6 6.1-2.82-8.2.cnI animullI1.25.268.3.cnI lacigruS evitiutnI

0.11nruteR kramhcneB 4.0-2.52-2.0.cnI eerC1.46.160.7.cnI asiV11.5

S R O T U B I R T N O C E T U L O S B A M O T T O BS R O T U B I R T N O C E T U L O S B A P O T

noitubirtnoCnruteRthgieW egarevAemaN ynapmoCnoitubirtnoCnruteRthgieW egarevAemaN ynapmoCraeY 1 gniliarTNOITUBIRTTAAllocation Effect 2.4 9.1-6.15-3.2.cnI xilfteN5.40.272.7.cnI elppASelection Effect 9.1 6.1-2.82-8.2.cnI animullI1.46.160.7.cnI asiV

11.5 Alexion Pharmaceuticals Inc. 3.4 88.2 2.8 Schlumberger Ltd. 3.7 -24.0 -1.3Intuitive Surgical Inc. 3.8 62.5 2.1 OpenTable Inc. 0.8 -61.2 -1.1Regeneron Pharmaceuticals Inc 1.1 100.5 1.8 Southwestern Energy Co. 2.0 -28.8 -0.9

L A R G E S T H O L D I N G S (with absolute contribution) S R O T U B I R T N O C E V I T A L E R M O T T O BS R O T U B I R T N O C E V I T A L E R P O T

Company Name Average Weight Return Contribution Company Name Active Weight Return Contribution Company Name Active Weight Return Contribution## 8.1-6.15-2.2.cnI xilfteN0.46.167.6.cnI asiV5.40.272.7.cnI elppA## 5.1-2.82-7.2.cnI animullI6.22.882.3.cnI slacituecamrahP noixelA1.46.160.7.cnI asiV## Amazon.com Inc. 6.9 12.4 1.1 Intuitive Surgical Inc. 3.5 62.5 1.9 OpenTable Inc. 0.8 -61.2 -1.1## Salesforce.com inc. 6.7 15.7 0.5 Regeneron Pharmaceuticals Inc 1.0 100.5 1.7 Schlumberger Ltd. 2.2 -24.0 -0.8## QUALCOMM Inc. 5.6 26.1 1.2 W.W. Grainger Inc. 2.6 58.6 1.6 Southwestern Energy Co. 1.8 -28.8 -0.8

TAX-EXEMPT INSTITUTIONAL EQUITY COMPOSITE

S E C T O R A L L O C A T I O N & R E T U R N S

Total Effect

Base Currency: USD

Total Active Return

I N V E S T M E N T R E S U L T S S U M M A R Y 1 YEAR ENDING MARCH 31, 2012


Russell® 1000 Growth

-9.6

4.7

5.5

-3.8

5.6

-0.6

6.2

0.7

-9.7

-15.0 -10.0 -5.0 0.0 5.0 10.0

Producer Durables

Technology

Consumer Discretionary

Materials & Processing

Health Care

Utilities

Financial Services

Energy

Consumer Staples

Sands Cap Active Weight (%)

-10.0

11.8

8.2

-9.8

1.1

-16.0

0.8

-20.5

6.2

-25.0 -20.0 -15.0 -10.0 -5.0 0.0 5.0 10.0 15.0

Russell Sector Return Relative to Total R1000G Return (%)

1.0

0.5

0.4

0.4

0.3

0.2

0.1

-0.1

-0.3

-0.6 -0.4 -0.2 0.0 0.2 0.4 0.6 0.8 1.0 1.2

Sector Allocation Effect (%)

SGATT0312

Attribution Summary

18


89572525926 121

Russell® 1000 GrowthA 6.762.7616.225.427.5nruteR detareneG noitubirtt

3.827.690.117.413.3nruteR kramhcneBT 4.936.075.118.94.2nruteR evitcA lato

Allocation Effect 8.6-6.74.29.16.0Selection Effect 2.649.261.98.79.1

Total Effect 4.936.075.118.94.2

T O P A B S O L U T E S E C T O R C O N T R I B U T O R S S R O T U B I R T N O C E V I T A L E R P O TS R O T U B I R T N O C E T U L O S B A P O TeRthgieW egarevAnoitubirtnoCnruteRthgieW egarevAemaN rotceS turn Contribution Company Name Active Weight Return Contribution

103 1.92ygolonhceT 203.9 53.2 # 2.123.0743.7.cnI elppA # Las Vegas Sands Corp. 2.6 1821.1 16.3104 Consumer Discretionary 18.7 315.9 40.5 # 6.611.12817.2.proC sdnaS sageV saL # Intuitive Surgical Inc. 4.3 468.1 14.3105 9.331.8027.81eraC htlaeH # 7.411.8645.4.cnI lacigruS evitiutnI # Salesforce.com inc. 5.6 372.1 12.4106 0.224.6318.21ygrenE # 7.211.2738.5.cni moc.ecrofselaS # 0.213.0740.3.cnI elppA107 Financial Services 12.8 75.8 12.5 # 6.117.5718.6.cnI moc.nozamA # Amazon.com Inc. 6.0 175.7 10.6

B O T T O M A B S O L U T E S E C T O R C O N T R I B U T O R S S R O T U B I R T N O C E V I T A L E R M O T T O BS R O T U B I R T N O C E T U L O S B A M O T T O BeRthgieW egarevAnoitubirtnoCnruteRthgieW egarevAemaN rotceS turn Contribution Company Name Active Weight Return Contribution

111 Materials & Processing 2.4 -9.2 -1.1 # 0.2-1.23-3.1.oC otnasnoM # Monsanto Co. 0.6 -32.1 -1.9110 Consumer Staples 0.0 0.0 0.0 # 5.1-2.24-0.1.cnI xilfteN # Netflix Inc. 0.9 -42.2 -1.5109 Producer Durables 3.7 47.2 2.7 # 1.1-4.16-3.0.cnI elbaTnepO # OpenTable Inc. 0.3 -61.4 -1.1108 6.39.268.0seitilitU # 0.1-8.63-4.0.cnI eerC # 1.1-8.63-3.0.cnI eerC

# 0.1-6.91-0.2.proC bawhcS selrahC # Charles Schwab Corp. 1.7 -19.6 -1.0

T O P A B S O L U T E S E C T O R C O N T R I B U T O R S S R O T U B I R T N O C E V I T A L E R P O TS R O T U B I R T N O C E T U L O S B A P O TeRthgieW egarevAnoitubirtnoCnruteRthgieW egarevAemaN rotceS turn Contribution Company Name Active Weight Return Contribution

126 8.72ygolonhceT 127.9 45.1 # 7.223.5456.6.cnI elppA # 5.313.5453.3.cnI elppA127 Consumer Discretionary 16.6 29.6 12.2 # 8.219.1216.5.cnI moc.nozamA # Amazon.com Inc. 4.9 121.9 11.5128 4.96.6216.12eraC htlaeH # 3.118.0626.4.cni moc.ecrofselaS # Salesforce.com inc. 4.4 260.8 11.1129 Producer Durables 3.0 13.8 1.7 # 6.86.5432.4.cnI lacigruS evitiutnI # Intuitive Surgical Inc. 4.0 345.6 8.3130 2.19.067.21ygrenE # 0.72.8615.4.cnI asiV # 8.62.8611.4.cnI asiV

B O T T O M A B S O L U T E S E C T O R C O N T R I B U T O R S S R O T U B I R T N O C E V I T A L E R M O T T O BS R O T U B I R T N O C E T U L O S B A M O T T O BeRthgieW egarevAnoitubirtnoCnruteRthgieW egarevAemaN rotceS turn Contribution Company Name Active Weight Return Contribution

134 Financial Services 13.0 3.0 -1.7 # 3.5-5.56-3.1.proC s'ydooM # Moody's Corp. 1.2 -65.5 -5.3133 Consumer Staples 0.7 -15.8 -0.6 # 9.4-6.64-2.2A lC .cnI puorG EMC # CME Group Inc. Cl A 2.1 -46.6 -4.7132 Materials & Processing 1.5 -1.0 -0.3 # 2.3-8.76.4.dtL regrebmulhcS # EMC Corp. 0.9 -30.6 -3.5131 6.04.3-1.2seitilitU # 1.3-1.51-2.1.proC rekyrtS # Las Vegas Sands Corp. 2.3 -48.2 -3.2

# 1.3-6.03-4.1.proC CME # Stryker Corp. 1.0 -15.1 -2.9

*Trailing 3 Year and Trailing 5 Year returns and a�ribution analysis are presented on a cumulative basis.

Company Name

Company Name

Company Name

Company Name

T R A I L I N G 5 Y E A R *

T R A I L I N G 3 Y E A R *

A T T R I B U T I O N Month 3 Months YTD

1.97.89.8

Trailing 5 Year*

*Trailing 3 Year and Trailing 5 Year returns and attribution analysis are presented on a cumulative basis.

Trailing 1 YearTrailing 3

Year*


I N V E S T M E N T R E S U L T S S U M M A R Y 3 AND 5 YEARS ENDING MARCH 31, 2012

9.8

Trailing 1 YearTrailing 3

Year*Trailing 5

Year*YTD3 MonthsMonthR E T U R N S

24.514.7

-20%-10%

%10%20%30%40%50%60%70%80%

Month 3 Months YTD Trailing 1 Year Trailing 3 Year* Trailing 5 Year*

Selection Effect Allocation Effect Total Active Return

SGATT0312

Apple Inc. (AAPL), in our view, is one of the most innovative consumer electronics companies in the world. Over its history, we believe that Apple hasfundamentally transformed two major industries: personal computers and digital music. With the introduction of the iPhone, we believe it transformed a thirdindustry: mobile computing. The iPhone continues to set the standard and was the best-selling phone in 2011. The iPad, launched in 2010, created a new devicecategory and was one of the most successful product launches in history, generating over $12 billion in sales in its first year of availability. We believe Apple willcontinue to innovate and leverage its brand to introduce successful new products that address and expand new markets. We expect Apple’s current and prospectivebusinesses to drive approximately 20% annual EPS growth over the next three to five years.

Allergan Inc. (AGN) is a global company that develops and markets products in eye care, medical aesthetics, and neurology. With the acquisition of Inamed, webelieve that Allergan strengthened its aesthetics franchise while adding a breakthrough treatment for obesity, the Lap-Band. Allergan has one of the largest salesforces for its size, including the largest ophthalmic sales force and medical aesthetics sales force globally. Though its product line, Allergan is gaining market share inall three therapeutic areas. Allergan’s Botox biotech product is a leading treatment to reduce wrinkles. Botox is also proving useful in a wide variety of neuromusculartherapeutic indications beyond the cosmetic area, such as movement disorders, cerebral palsy, excessive sweating, migraines, and back pain. We expect 14-17%annualized EPS growth over the next five years.

Amazon.com Inc. (AMZN) is an internet-based retailer with a clear focus on being an extremely customer-centric company where people can find nearly anythingthey want to buy online. Online retail growth is expected to continue to significantly outpace overall retail spending for the foreseeable future, and Amazon.comshould be a primary beneficiary of this global trend. We believe Amazon.com will continue to take share as a result of its vast product selection, compelling valueproposition, easy-to-use interface, and high customer satisfaction. In addition, we anticipate that Amazon.com will continue to grow its high margin third partybusiness and leverage the fulfillment and technology investments it has made the past several years to drive operating margins to mid-single digit levels. We anticipaterobust top-line growth, scale-based expense leverage and sales mix shift to drive 30%+ average annual EPS growth over the next five years.

Alexion Pharmaceuticals Inc. (ALXN) is a leader in the development of biological treatments for rare diseases. The company markets one drug, Soliris, which is amonoclonal antibody that suppresses a component of the immune system. Soliris has become the standard treatment for a rare disease known as paroxysmalnocturnal hemoglobinuria (PNH) and we think this setting has long-term potential to be a $1B+ opportunity globally (more than half of revenues are already cominginternationally). Similar to the enzyme replacement market, PNH patients have no other treatment options, they stay on drug for life and the company is steadilyidentifying new patients through global expansion and patient and clinician education. What makes Soliris so engaging is that due to its mechanism of action it mayhave applicability in a variety of rare auto-immune diseases beyond PNH, and thus has “pipeline-in-a-drug” potential. There are very few platform therapies that haveproven successful in multiple disease settings, and these opportunities tend to be very profitable as new geographies and indications are developed. Alexion has abroad development program to explore the potential for Soliris in other diseases beyond PNH. We are projecting 20%+ sales growth and 30%+ EPS growthannualized over the next five years for Alexion driven by global expansion of Soliris in multiple indications.

Why We Own — Select Growth (As of 5/31/12)

ASML Holding N.V. (ASML) is the largest supplier of capital equipment for semiconductor manufacturing and the dominant (70%+ share) supplier of photo-lithographic equipment (steppers), the single largest sub-segment of the semi-cap equipment market. We believe that photolithography is increasingly becoming thetechnological bottleneck in manufacturing chips in accordance with Moore’s Law−the famous observation that the number of transistors on a chip doubles everytwo years. Smaller transistors mean that semiconductor lithography machines must be able to print finer features with every new generation of chips. In our view,ASML is even more dominant in the market for advanced steppers (ArF immersion or ArFi), where we believe it holds a widening competitive advantage over itsonly major competitor, Nikon, especially in terms of the number of chips processed per hour, which is a vital metric for chip makers. In 2013, the semiconductorindustry is expected to begin a major technological shift from photolithography to Extreme Ultra Violet (EUV) technology. We estimate ASML holds a two to threeyear lead over Nikon in EUV and believe this transition will continue to extend ASML’s market share lead. We believe the increased pricing power, the growingcomplexity of steppers, and the continued overall growth of the semiconductor industry will result in a five year revenue CAGR over 20%.

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Why We Own — Select Growthathenahealth Inc. (ATHN) is a leading provider of cloud-based business services in the healthcare information technology space for physician practices.athenahealth (athena) offers an integrated suite of services to physician practices in the $15-20 billion revenue cycle management (RCM) market. athena’s uniqueRCM platform, athenaCollector®, combines a web-based practice management system, a proprietary “live” payer rules database, and an outsourcing service for backoffice billing operations in a subscription model. We think the insurance rules database is athena’s key asset, as it is the most comprehensive tool available tophysician practices to ensure that insurance claims are submitted properly, which can have a significant impact on a practice’s cash flow. Health insurance billing isextremely complex (40M+ payer rules) and athena customers have consistently documented much faster payment turnaround (35% average reduction in accountsreceivable days outstanding), fewer claim rejections (increasing revenues by 10%+), and lower overhead costs. The rules database has been developed over the lastdecade and we believe it will be very difficult to replicate. In addition to the core RCM opportunity, athena launched the athenaClinicals® electronic medical records(EMR) platform and athenaCommunicator® suite of patient communication tools. We think this represents an attractive cross-selling opportunity and, with thephysician practice EMR market still relatively early in its development, it provides a long duration growth opportunity. In our view, the company’s subscriptionbusiness model has very attractive economics and scales well, and we are projecting a revenue CAGR of 25%+ over the next three to five years, with EPS growingfaster through operating leverage.

Cerner Corp. (CERN) is a leading global provider of integrated clinical information systems. We believe Cerner's flagship product, the Cerner Millennium softwaresuite, provides the most comprehensive set of clinical applications designed to improve safety, quality, and efficiency in the hospital setting. In our view, Cerner’sorganically-built Millennium architecture, broad product portfolio, and strong global franchise uniquely position it to benefit from the robust secular tailwindsdriving the adoption of clinical information systems. Furthermore, Cerner provides a variety of value-added services around its core Millennium offering. Theseservices include off-site hosting capabilities, operational management, and revenue cycle management, which should provide a solid recurring revenue stream andopportunities to deepen relationships with current clients. We expect Cerner to capture a disproportionate share of new contract wins across multiple geographies,cross-sell additional modules/services to its large installed base, and continue to improve operating margins. This should translate to high teens annual EPS growthor better over the next five years..

Coach Inc. (COH) is a leader in the $28 billion global premium handbags and accessories market. Through its “affordable luxury” value proposition, Coach hasachieved the leading market share in the U.S. (36% share) and the #2 position in Japan (16% share). We believe Coach is uniquely positioned to capitalize on globalgrowth opportunities due to its brand strength, strong financial position, and execution-driven management team. We think there is plenty of room for growth in theU.S., and see an even longer runway for continued expansion into overseas markets. We expect Coach to triple its store base in China over the next five years whilecontinuing to take market share in Europe, Brazil, Southeast Asia and the Middle East. Furthermore, Coach has solid and growing operating margins and returns oncapital by virtue of efficiencies in manufacturing, tight control over its sales channels, and its ability to leverage existing infrastructure. We believe Coach can achievea low-teens revenue CAGR over the next five years, and could potentially deliver an even higher EPS CAGR (15-18%) through additional margin expansion andshare buybacks.

F5 Networks Inc. (FFIV) is the market share leader in the increasingly important L4-7 switch market. L4-7 switches, a sub-segment of network equipment, aredeployed in large data centers to connect servers to the network. Unlike standard Ethernet switches, L4-7 switches employ far more advanced packet processingtechniques that can dramatically improve the performance, security, and reliability of the data center as a whole. This enables larger scale deployments of Web-basedapplications with fewer servers at a lower cost to F5’s customers, which include both enterprises and service providers. We believe the demand for L4-7 switches,which today account for less than 10% of all server connections, will accelerate driven by potential developments such as the consolidation of data centers, thecontinued adoption of server virtualization, and the migration to Software-as-a-Service. We believe that the complexity of L4-7 switching and the mix of customizedchips and software necessary to ensure reliable performance creates high barriers to entry. In our view, F5’s competitive position is further enhanced by the softwareassociated with its switches, which creates deep connections to the application layer, making it difficult for customers to change systems. Lastly, F5 Networks hasbuilt software “connectors” to hundreds of applications via its iControl (an Application Programming Interface), creating what we believe is a difficult-to-replicateecosystem. We expect F5 to grow revenue over 20% annually over the next five years with EPS growth even higher.

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Why We Own — Select Growth

FMC Technologies Inc. (FTI) is a leading global provider of subsea equipment used to produce and process oil and natural gas from offshore wells. We believethis is a rapidly-expanding market because of: 1) the compelling size and economics of offshore reservoirs, 2) the maturation of the world’s onshore basins, and 3)limited onshore access for international oil companies. In our view, the long planning horizons and substantial up-front capital investment associated with offshore(particularly deepwater) oil and gas projects reduces cyclicality around upstream spending patterns – insulating FMC’s revenues and profits from short-termfluctuations in market sentiment. FMC has historically garnered approximately 40% of subsea equipment awards, and we expect the company to take additionalmarket share over time as demand shifts towards higher-specialty equipment for deeper water and more technically challenging projects. We believe key productsinclude subsea trees, manifolds, and related equipment, as well as several game-changing technologies such as subsea separation systems, subsea gas compressionsystems, and riserless light well intervention systems. We expect approximately 25% average annual EPS growth over the next five years.

Google Inc. (GOOG) is one of the world’s leading Internet search engines. It generates revenue by placing relevant ads next to content, primarily search results.This allows advertisers to specifically target individuals who have expressed interest through the nature of their searches. These ads are typically very attractive toadvertisers as, unlike most traditional ads, they can be acted on and their performance is measurable. Our confidence in Google’s growth is based on the expectationthat advertising dollars spent on the Internet will approach parity with traditional media and the monetization rates in continental Europe will catch-up with those inthe U.S. and the U.K. Currently, TV, print, and direct mail each receive far more advertising dollars than the Internet in the U.S. Further, spending per person onGoogle in Northern Europe is less than one-third of the spending level in the U.K. In our view, two additional growth areas, mobile and display advertising, arebecoming material and we expect them to add several percentage points of growth on top of Google’s core search business. When combined with margin expansion,we expect 15-20% compound annual EPS growth over the next five years.

IntercontinentalExchange Inc. (ICE) is a leading derivatives exchange. It operates a vertically integrated electronic platform for trading and clearing both futuresand over-the-counter (OTC) commodity and financial derivatives as well as an inter-dealer broker for the trading of credit derivatives. The company holds dominantliquidity positions in several rapidly growing benchmark commodity contracts (e.g. crude oil, sugar, natural gas, etc.) and is emerging as a leading innovator in keyback office processing functions within the OTC market. IntercontinentalExchange charges a transaction fee for each contract traded or processed on its platform,which we believe is an extremely attractive “toll booth” business model that is highly leverageable across a fixed-cost base. We think that rapid volume growth will bedriven by the growing acceptance of commodities as an investable asset class, expansion into new product categories, and the increasing use of derivative productsfor risk management and algorithmic trading strategies. We expect growing volumes and margin expansion to drive mid-teens annual EPS growth over the next threeto five years.

Facebook Inc. (FB) is the clear leader in social networking with over 900 million active users and accounts for more time spent online than any other destinationon the web. Facebook’s broad application for users—e.g., communicating with friends, sharing news, photos, organizing events, etc.—creates a platform thatcaptures unparalleled knowledge of human connections (i.e., the “social graph”). We think this platform is building the foundation to revolutionize online advertisingby allowing marketers to mine its data to more effectively target and engage with brand advocates in ways previously not possible. To date, monetization ofFacebook's platform has been limited to the placement of traditional banner ads. However, we think the company continues to innovate and recently introduceddifferentiated and scalable ad formats based on its rich social information. We believe this social ad format is the first step of many that should drive Facebook’sshare gains in the $500B+ worldwide advertising market by accelerating the shift of brand advertising online. As online advertising continues to evolve, Facebook’splatform offers significant optionality as its competitive advantages should allow it to develop a number of important revenue generating opportunities in the future.Based on the strength of its platform, richness of social data, and track record of innovation, we believe Facebook can achieve annual revenue growth of 35% andeven greater annual EPS growth over the next five years.

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Why We Own — Select GrowthIntuitive Surgical Inc. (ISRG) is the dominant leader in the emerging robotic surgical systems space. Intuitive Surgical's da Vinci Robotic Surgical System enablessurgeons to perform minimally-invasive (MIS) procedures with a greater level of precision than both traditional open surgery and laparoscopic surgery. The da Vincisystem provides surgeons with intuitive wristed control, 3-D magnified views, tremor control, precise tissue manipulation, and the opportunity to perform MISprocedures for a variety of surgical procedures. Intuitive Surgical owns a monopoly position with the 2003 acquisition of its only competitor, Computer Motion, andwe believe that it is well protected with its broad patent portfolio (200+ patents). The proliferation of strong clinical data has helped establish the da Vinci procedureas a standard of care in urology (radical prostatectomy) and is driving rapid adoption in gynecology (hysterectomy). Adoption is accelerating outside of the U.S.,particularly in Europe. We project 20-25% annualized EPS growth over the next five years based on both system sales and recurring revenues (instruments andservice revenues).

Las Vegas Sands Corp. (LVS) is one of the world’s premier operators and developers of integrated resort/casino/convention centers. The company’s reputationas a high quality developer of integrated resorts gives us confidence in its ability to win new licenses around the world. In 2011, Las Vegas Sands’ Marina Bay Sandsproperty contributed 1.1% to Singapore’s gross domestic product. Today, Macau is multiples larger than the Las Vegas Strip in terms of gaming revenues and thereare multiple other Asian countries considering adding integrated resorts over the next few years. Collectively, Asia currently accounts for approximately 75% of totalrevenues and the company remains focused on continuing its growth in this region. Due to the cash flow rich nature of the business model, we expect propertiescurrently operating and/or under construction to deliver 25%+ EPS and 30%+ FCF CAGR through 2016.

National Oilwell Varco Inc. (NOV) is a leading global provider of critical drilling rig equipment, as well as related consumables and services. In our opinion, thereare few meaningful competitors for many of its products. We believe National Oilwell Varco will remain the primary supplier of key equipment and services as theaging global rig fleet continues to be upgraded, expanded, and focused more on offshore capabilities over the next decade. The company’s shorter-cycle, activity-driven businesses could benefit from elevated levels of oilfield activity and increasing service intensity globally as well as from a growing stream of aftermarketrevenues from expansion/modernization of the global rig fleet. Coupled with modest expense leverage, we think these sales drivers will lead to 15%+ average annualEPS growth over the next five years.

Netflix Inc. (NFLX) is an online movie subscription service that provides DVD rentals by mail and online streaming to over 24 million subscribers. While Netflixcontinues to ship over two million discs per day, it is shifting to an online delivery platform, available on over 200 consumer electronic devices including the iPhone,iPad, Internet-connected TVs, and Blu-Ray players. We believe Netflix has positioned itself to be a winner in the shift to video content delivered over the Internet,despite the missteps it has made regarding pricing and brand. We believe Netflix will continue to benefit from a virtuous cycle as its large subscriber base allows it toexpand its content library, which should attract additional subscribers. We think this large subscriber base creates high barriers to entry as competitors and newentrants would have to purchase content distribution rights without subscription revenues to pay for them. We believe Netflix’s paying U.S. subscriber base shouldexceed 40 million by 2015. Additionally, Netflix is now available in Latin America, the United Kingdom and Canada. Despite spending heavily to increase its contentlibrary, we expect Netflix to achieve significant operating leverage driven by subscriber growth, online delivery cost savings, and lower marketing spend. Thecombination of revenue growth and margin expansion drives our expectation of 20%+ annualized EPS growth through 2015.

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Why We Own — Select GrowthNike Inc. (NKE) is a leader and, we believe, the best positioned company in the global athletic footwear and apparel industry. It has one of the broadestaddressable markets, selling products for men, women, and children across 180 countries. We believe Nike is one of only a few globally recognized brands with anestablished international business (over 60%+ revenues) that is at scale in many emerging markets (~30% of total revenues). In our view the growth drivers for thecompany include: 1) increasing share in the Chinese sportswear market, including basketball; 2) benefiting from soccer growth in Central/Eastern Europe and LatinAmerica to become the leading global soccer brand; 3) growing its “Other” segment organically and through acquisitions; and 4) taking share in developed marketsfrom weaker competitors. Furthermore, we believe Nike has several margin and EPS growth opportunities which should drive a mid-teens EPS CAGR over the nextfive years.

Praxair Inc. (PX) is one of the world’s leading suppliers of industrial gases such as oxygen, nitrogen, hydrogen, and other specialty gases. Praxair’s products, servicesand technology bring productivity and environmental benefits to a wide variety of industries, including general manufacturing, metals, chemicals, food/beverage,healthcare, and electronics. Sales are highly recurring due to the contractual and consumable nature of the business and customer relationships are sticky. At aregional level, gas companies with the greatest asset density tend to have a cost and service advantage relative to the competition and as a result, local/regionalmarkets naturally tend to evolve into monopolies or duopolies. In some ways, Praxair can be thought of as a global utility company with long duration growthprospects, but without the regulatory issues. We think Praxair differentiates itself through its focus on building density in the most attractive geographies and believethat the company is the leader in North America, South America (especially Brazil), India, and is tied for #1 in China. Growth in emerging economies (very low percapita usage relative to the developed world, but growing rapidly due to industrialization), increased gas outsourcing, productivity and energy efficiency mandates, andhigher gas intensity usage through new processes should drive increased demand for gases worldwide. Praxair’s leadership in what we believe to be the mostattractive markets should allow it to disproportionately benefit from these long-duration trends. Over the next five years we expect EPS to grow low to mid-teensannually, particularly aided by strong growth in emerging markets which we expect to continue to become a larger portion of the overall business.

priceline.com Inc. (PCLN) is one of the leading global online travel agents with a focus on online hotel reservations which is benefitting from the overall trendtoward e-commerce, specifically the increasing use of the Internet by consumers to book hotels. Priceline.com is a leading value-focused site in the U.S. and, throughits subsidiary Booking.com, runs one of the leading online hotel reservation websites in Europe. We believe Priceline has an attractive business model that isexceptionally scalable and has unusually high margins. Booking.com works with over 100,000 hotels in 89 countries, and we believe online reservations, which in ourestimation were only 22% of the Western European market in 2010, will increase dramatically over the coming years. Booking.com may benefit from a virtuous cyclewhere more users attract more hotels, which then attract more users. As a distributor, we believe that Booking.com benefits from the limited presence of major hotelchains in Europe. While we expect Europe to be a key driver of growth to the future, priceline.com is expanding into new regions, including Asia and Latin America.We expect 20%+ annual EPS growth over the next five years as hotel reservations move online and priceline.com expands geographically.

Qualcomm Inc. (QCOM) invented and owns the CDMA air-interface technology underlying a significant portion of 2/2.5G and all 3G mobile phone networks.Qualcomm derives 60% of its revenue from selling chips incorporating CDMA and 34% of its revenue (but 60% of operating income) from royalties on all devicesthat use CDMA. We think Qualcomm’s growth will be driven by the transition from 2/2.5G, where the majority of handsets are not CDMA-based (and therefore donot generate a royalty for Qualcomm), to 3G where all handsets are CDMA based. With the 3G transition, the number of devices from which Qualcomm will collecta royalty is expected to increase from 450 million in 2008 to approximately 1.7 billion in 2015. We expect Qualcomm to maintain its number one share in cellularbaseband processors during this period and to achieve a five year EPS CAGR of 20%+.

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Why We Own — Select GrowthRegeneron Pharmaceuticals Inc. (REGN) is an emerging biotechnology company that utilizes several proprietary technology platforms to develop biologic drugsfor the treatment of an array of debilitating medical conditions. The company’s key asset is Eylea; a “pipeline-in-a-drug” that exhibits strong potential as a treatmentfor a variety of retinal diseases. We believe that Eylea provides the best-in-class combination of efficacy, duration of action, and safety for the treatment of age-related macular degeneration (AMD), which is a multi-billion dollar market. Beyond AMD, Eylea is in clinical trials for diabetic macular edema (DME), anotherretinal disease affecting a large patient population with few treatment options currently available. In addition to very positive Phase 2 data, our work indicates a strongscientific rational for Eylea as a treatment for DME and we expect the drug to play a major role in the treatment paradigm. Unique for a company of its size,Regeneron has several other interesting later-stage development programs in gout, oncology and cardiovascular disease. Finally, the company has signed significantpartnership and drug development deals to lever its proprietary monoclonal antibody technology platform. We believe this is a sound strategy to help defray thesignificant upfront costs of internal research that may provide meaningful economics longer term. With the potential for a large growth opportunity in Eylea, a well-capitalized balance sheet, strong global partnerships, and a proven platform for continued discovery and development, we believe that Regeneron is well positionedto drive sustainable above-average growth over time

salesforce.com inc. (CRM) is one of the leading providers of Software-as-a-Service (SaaS), focusing primarily on the $11 billion customer relationship managementsegment of the $79 billion enterprise software market. Compared to traditional licensed software, SaaS offers several compelling benefits to customers includinglower total cost of ownership over time, lower upfront costs, and lower implementation risk. SaaS also represents a highly attractive business model forsalesforce.com with recurring subscription revenues generated from a scalable, fixed-cost base. Further, salesforce.com is rapidly building a platform and anecosystem of third-party developers that may allow it to address other segments of enterprise software outside of customer relationship management. We expectsalesforce.com to grow revenue more than 25% annually over the next five years with significantly higher EPS growth.

Schlumberger Ltd. (SLB) is the world’s largest oilfield services company in terms of revenues, profits, and market capitalization. It provides key services andtechnology used in hydrocarbon exploration and production activities worldwide. We believe Schlumberger is the leading provider of the highest value-added,highest-margin, technology-focused services and equipment that are essential for structurally constrained oil and natural gas supplies to keep pace with sustainedlevels of higher global demand over the long term. We believe that increased utilization of Schlumberger’s solutions and margin expansion from mix shift towardhigher-margin services, better pricing, and increased scale will lead to 20%+ average annual EPS growth over the next five years, with the opportunity for significantgrowth duration thereafter.

Southwestern Energy Co. (SWN) is a natural gas exploration and production company operating primarily in the Fayetteville Shale, with prospective acreage in theMarcellus Shale, New Brunswick, and elsewhere. Southwestern Energy is among the lowest-cost producers of natural gas in the U.S. by virtue of its position in theprolific, low-cost Fayetteville Shale. We believe the company should benefit as cheap shale gas continues to take significant share of the overall U.S. supply mix fromhigher-cost conventional production over the next decade. In the Fayetteville, we think Southwestern Energy is highly likely to generate approximately 20%production growth for the next five years (with a slower-growth plateau for at least 10 years thereafter) under any rational commodity price scenario. We believesimilar earnings and cash flow growth should follow, assuming current natural gas futures pricing. We also believe substantial upside to the magnitude and duration ofthis growth is plausible from improved unit economics at the Fayetteville, exploration success elsewhere, and/or a recovery in natural gas prices from temporarilydepressed levels.

SGWWO051224


Why We Own — Select Growth

Visa Inc. (V) operates the world’s largest payment network, processing greater than 50% of all credit and debit transactions globally. Visa’s network serves as thecritical link connecting merchants, merchant acquirers, and card issuers. The primary driver of growth is the steady shift globally from paper-based forms of payment(e.g., cash and checks) to plastic/electronic payments. Visa generates revenue by charging brand licensing and transaction fees to card issuers and “merchantacquirers” based on dollar volume and transactions processed on its largely fixed-cost network. While Visa competes with other card networks such as MasterCard,the industry is essentially a duopoly/oligopoly with extremely high barriers to entry. We believe Visa can deliver 15-25% annual EPS growth over the next three tofive years.

W.W. Grainger Inc. (GWW) is a leading full-line supplier of facilities maintenance products throughout North America (U.S. and Canada) with expandingoperations in international markets such as Mexico, China, Japan, and India. The company sells mostly non-discretionary recurring items such as tools, fasteners,safety, products, etc. to a wide variety of customers including the government, commercial facilities, educational institutions, manufacturing and many others.Grainger operates under a multi-channel business model, unique within this industry, servicing customers through internet, catalog, retail, and direct sales channels,creating greater ease of use for its customers. We believe GWW’s scale, brand and reputation for service coupled with a world-class supply chain give the company asignificant competitive advantage relative to other Maintenance Repair and Overhaul (MRO) distributors. The majority of the North American MRO industry iscontrolled by small and mid-size distributors and we expect Grainger to disproportionately benefit as customers consolidate their supply chains and shift to leadingcompanies such as GWW that that can offer high levels of service, increased product availability, private label products, and more attractive pricing. We expectGrainger to grow sales and earnings over a long duration while delivering mid-teens annualized EPS growth over the next 3-5 years.

Note: Information in this report is current as of May 31, 2012. The views expressed represent the opinions of SCM and are not intended as a forecast, a guarantee of future results, investment recommendations or an offer to buy or sell any securities. Their is no assurance that any securities discussed will remain in the portfolio or that securities sold have not been repurchased. You should not assume that any investment is or will be profitable. A company’s fundamentals or earnings growth is no guarantee that its share price will increase.

Starbucks Corp. (SBUX) is one of the leading specialty coffee chains in the U.S., with an estimated 30% share of the away-from-home coffee market. We believe ithas significant competitive advantages including an iconic global brand, the convenience of nearly 11,000 U.S. stores, a loyal customer base, and a strong balancesheet. In addition, Starbucks has several key drivers that should help it grow earnings and cash flow. These include operating the U.S. and International businessesmore profitably to achieve peak margins, achieving scale in their International business, innovative products and promotions to drive traffic and win more “day-parts”, and exploiting opportunities in the Consumer Packaged Goods (CPG) and licensing businesses. Furthermore, falling dairy and coffee prices should provide anadditional boost to earnings. As Starbucks transitions from growing earnings through rapid store expansion to a more mature, efficient, cost-focused and stableearnings growth model, we believe it will generate significant free cash flow and mid-teens EPS growth over the next five years.

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Frank M. Sands, Sr., CFAChairman, Founder

Formed Sands Capital in 1992

Chief Executive Officer, Chief Investment Officer, Sr. Portfolio Manager (1992-2008)The Capital Management Group, Folger Nolan Fleming Douglas, Inc. (1986-1992)Washington, DC • Chief Investment OfficerEppler, Guerin & Turner, Inc. (1983-1986)Dallas, TX • Director of Research, Member of Board of DirectorsDavid L. Babson & Company, Inc. (1972-1983)Boston, MA • Director of Research, Member of Board of DirectorsLoomis, Sayles & Company (1969-1972)Boston, MA • Research Analyst University of VirginiaMBA, Darden School (1963)Dickinson CollegeBA, Economics (1960)

Frank M. Sands, Jr., CFAChief Investment Officer, Chief Executive Officer

Joined Sands Capital in 2000

President, Director of Research (2004-2008)Managing Director, Director of Research, Sr. Portfolio Manager (2000-2004)Fayez Sarofim & Co. (1994-2000)Houston, TX • Research Analyst, Portfolio Manager, PrincipalWalker & Dunlop (1989-1991)Washington, DC • Commercial Real Estate Leasing and Sales University of VirginiaMBA, Darden School (1994)Johns Hopkins UniversityMS, Real Estate Finance & Development (1993)Washington & Lee UniversityBA, Economics (1989)

Robert C. Puff, Jr., CFAVice Chairman


Director (2001-2004)American Century Investment Management (1983-2004)Kansas City, MO • Chief Investment Officer, Executive CommitteeDavid L. Babson & Company (1970-1983)Boston, MA • Research Analyst, Portfolio ManagerUniversity of PennsylvaniaMBA, Wharton School (1970)Bucknell UniversityBS, Biology (1967)

Executive Management Team

Robert C. HancockChief Operating Officer, Chief Compliance Officer


1838 Investment Advisors, LLC (1998-2002)King of Prussia, PA • Managing Director & Chief Operating OfficerLegg Mason Institutional Fund Advisors (1998)Baltimore, MD • Sr. Vice President & Chief Operating OfficerRodney Square Management Corp. (1988-1998) (a Wilmington Trust Co. Subsidiary)Wilmington, DE • Vice President & TreasurerPFPC, Inc. (1980-1987) (a PNC Bank Subsidiary)Wilmington, DE • Assistant Vice President, Compliance OfficerSt. Joseph’s UniversityMBA, Graduate School of Business (1988)BA, Political Science (1973)

Additional Executive Management Team members include David E. Levanson, CFA, Thomas M. Ricketts, CFA, and T. Perry Williams, CFA. Their biographies are listed under Global Sector Heads.

26


SCMBIOS0512

Thomas M. Ricketts, CFALife Sciences Sector HeadSr. Research Analyst, Sr. Portfolio Manager, Executive Managing Director


Research Analyst, Portfolio Manager (2000-2004)Research Analyst (1997-2000)Research Associate (1994-1997)University of VirginiaBS, McIntire School of Commerce (1994)

T. Perry Williams, CFAConsumer Sector HeadSr. Research Analyst, Sr. Portfolio Manager, Executive Managing Director


Director, Client Relations & Business Development (2004-2006)Mercer Investment Consulting, Inc. (1995-2004)Atlanta, GA • Consultant, PrincipalNorthwestern UniversityMM, Kellogg Graduate School of Management (1999)University of VirginiaBS, McIntire School of Commerce (1994)

A. Michael Sramek, CFAEnergy Sector HeadSr. Research Analyst, Sr. Portfolio Manager, Managing Director


Research Analyst, Portfolio Manager (2001-2007)Mastrapasqua & Associates (2000)Nashville, TN • Research AnalystBARRA/RogersCasey (1995-1998)Darien, CT • Associate, Plan Sponsor ServicesVanderbilt UniversityMBA, Owen Graduate School of Management (2000)Princeton UniversityAB, History (1995)

Sunil H. Thakor, CFAFinancial Services Sector HeadSr. Research Analyst, Sr. Portfolio Manager


Research Analyst (May 2005-August 2005)Internship (March 2004-July 2004)Charles River Associates, Inc. (1999-2004)Los Angeles, CA • AssociateBoston, MA • AnalystColumbia UniversityMBA, Columbia Business School (2006)Colby CollegeBA, Economics-Mathematics (1999)

David E. Levanson, CFAIndustrials Sector HeadSr. Research Analyst, Sr. Portfolio Manager, Executive Managing Director

Re-joined Sands Capital in 2002

MFS Investment Management (1999-2002)Boston, MA • Research AnalystState Street Research & Management (1996-1999)Boston, MA • Research Analyst, Vice PresidentSands Capital Management (1992-1994)Arlington, VA • Research AnalystThe Capital Management GroupFolger Nolan Fleming Douglas, Inc. (1990-1992)Washington, DC • Research AnalystUniversity of VirginiaMBA, Darden School (1996)University of FloridaBS, Finance (1990)

John K. FreemanTechnology Sector HeadSr. Research Analyst, Sr. Portfolio Manager


Precursor, Inc. (2003-2005)Washington, DC • Sr. Research Analyst, Network EquipmentAurelian Group, Inc. (1998-2003)Arlington, VA • Sr. Partner, Co-FounderParadyne Networks, Inc. (1996-1998)Largo, FL • Director, Business DevelopmentDecisys, Inc. (1995-1996)Sterling, VA • Sr. ConsultantLINC Computer, Inc. (1990-1995)Tokyo, Japan • Director, Business DevelopmentULTRA, Ltd. (1988-1990)Tokyo, Japan • IT ManagerHarvard UniversityAB, East Asian Studies (1988)

Global Sector Heads

27


SCMBIOS0512

Research Analysts

Davis M. Catlin, CFAResearch Analyst


Research Associate (2007-2010)

Columbia UniversityMBA Candidate, Columbia Business School (exp. 2013)London Business SchoolMBA Candidate, London Business School (exp. 2013)Washington & Lee UniversityBS, Business Administration (2007)

Brian A. Christiansen, CFAResearch Analyst


Research Associate (2006-2008)Yale UniversityMBA, School of Management (2009)Yale UniversityBA, Economics (2005)

Michael J. ClarkeResearch Analyst


FBR Capital Markets (2007-2011)Arlington, VA • Senior AssociateGreenberg Traurig, LLP (2003-2005)Washington, DC • Case Law ManagerGeorge Washington UniversityMBA, Finance (2007)University of RedlandsBA, Business Administration & Biological Sciences (2002)

Matthew W. Luneburg, CFAResearch Analyst



Washington & Lee UniversityBA, Economics (2006)

Ashraf A. HaqueResearch Analyst


Chesapeake Partners (2007-2008)Baltimore, MD • Investment AnalystMcKinsey & Company (2003-2005)Chicago, IL • Business AnalystGH Smart & Company (2001-2003)Chicago, IL • Director, Business DevelopmentHarvard UniversityMBA, Harvard Business School (2007)Northwestern UniversityBA, Mathematical Methods in the Social Sciences and Economics (2001)

Neil KansariResearch Analyst


PRTM (2002-2006)Waltham, MA • Associate, Sr. Business AnalystUniversity of Virginia (1999-2002)Charlottesville, VA • Graduate Research AssistantDepartment of Electrical EngineeringMillennium Solutions; Universal Impex (1997-1999)Mumbai, India • Application AnalystMahajan & Aibara: Shah Gupta & Co. (1996-1997)Mumbai, India • Accounting TraineeUniversity of VirginiaMBA, Darden School (2008)University of VirginiaMS, Electrical Engineering (2002)University of Mumbai (Bombay)BE, Electronics Engineering (1996)

28


SCMBIOS0512

Michael F. Raab, CFAResearch Analyst, Portfolio Manager


Research Analyst (2009-2010)Research Associate (2007-2009)SNL Financial (2006-2007)Charlottesville, VA • AnalystUniversity of MarylandMBA, Robert H. Smith School of Business (2011)University of VirginiaBA, Economics (2005)

Wesley A. Johnston, CFAResearch Analyst, Portfolio Manager


Research Analyst (2006-2008)Research Associate (2004-2006)University of PennsylvaniaBS, Economics (2002)School of Veterinary Medicine, 1 Year Attended (2004)

Thomas H. Trentman, CFAResearch Analyst, Portfolio Manager



Washington & Lee UniversityBS, Physics-Engineering (2005)BA, Chemistry (2005)

Michael P. Rubin, MD, CFAResearch Analyst, Portfolio Manager


Research Analyst (2008-2010)

Massachusetts Eye and Ear Infirmary (2006-2007)(Harvard Medical School)Boston, MA • Physician, Scientist, and FellowThe University of Chicago (2003-2006)Chicago, IL • Resident in OphthalmologyMount Auburn Hospital (2002)(Harvard Medical School)Boston, MA • Intern in Internal MedicineUniversity of ChicagoDoctor of Medicine, Pritzker School of Medicine (2002)University of Massachusetts AmherstMBA, Isenberg School of Management (2010)University of California Los Angeles (UCLA)BS, Electrical Engineering (1998)

Research Analysts

Barron B. Martin, Jr.Research AnalystCFA Program Level III Candidate


Senior Research Associate (2011)Research Associate (2008-2010)Washington & Lee UniversityBS, Business Administration (2008)BA, Geology (2008)

29


SCMBIOS0512

Sharon Kedar, CFAManaging Director, Business Initiatives


Director of Client Relations (2006-2011)Research Analyst, Portfolio Manager (2002-2006)McKinsey & Company (1999-2002)San Francisco, CA • ConsultantMcKinsey & Company (1995-1997)Houston, TX • ConsultantHarvard UniversityMBA, Harvard Business School (1999)Rice University BA, Economics (1995)

David L. Kluger

Managing Director, Client Relations


Director of Client Relations (2008-2011)Cambridge Associates, LLC (2001-2008)Arlington, VA • Managing Director Charles Schwab & Co. (1996-1999)Raleigh, NC • Sales SupervisorDean Witter, Reynolds, Inc. (1994-1996)Albuquerque, NM • Account ExecutiveUniversity of North CarolinaMBA, Kenan-Flagler Business School (2001)Amherst CollegeBA, English (1991)

Michael F. Hotchkiss

Managing Director, Client Relations & Business Development


Putnam Investments (1994-2003)Boston, MA • Sr. Vice President, Institutional Management Massachusetts Financial Services (1989-1994)Boston, MA • Vice President, Institutional ManagementProcter & Gamble InternationalDistributing Co. (1985-1988)Chicago, IL • Group Manager, Distribution ServicesUniversity of KentuckyBBA (1984)

Other Key Professionals

Stephen F. NimmoHead of Business Development,Director, Client Relations


Martin Currie Inc. (2008-2010)New York, NY • Sr. Client DirectorGartmore Investment Management (1997-2008)London, UK • European Sales DirectorThe WM Company (1996-1997)Edinburgh, UK • Client DirectorThe Sedgewick Group Ltd. (1991-1996)Edinburgh, UK • Client DirectorDurham UniversityBA, Economics & History (1991)

30


SCMBIOS0512

Samantha L. TolerDirector, Client Relations


Goldman Sachs, & Co. (2000-2006)New York, NY • Vice PresidentSCA Consulting (1995-1998)New York, NY • ConsultantNeuberger Berman (1994-1995)New York, NY • Portfolio AssistantNew York UniversityMBA, Stern School of Business (2000)Brown University BA, American Civilization Studies (1994)

Bryan C. Leibrand, CIMA®

Director, Portfolio Analysis & Communications


FBR Asset Management (2007-2011)Arlington, VA • Managing DirectorThe FBR Funds (1998-2007)Arlington, VA • Senior Vice PresidentUniversity of RichmondBA, Health Science (1995)

Kevin G. Murphy, CFADirector, Wealth Management Portfolio Manager


Marriott International (1999-2001)Washington, DC • Sr. Manager, Business Strategy/Business AnalysisAdvisory Board Company (1996-1997)Washington, DC • Marketing AssociateDole/Kemp ’96 (1995-1997)Washington, DC • Sr. Budget ManagerBush/Quayle ’92 Campaign Committee, Inc.(1991-1993)Washington, DC • Compliance AnalystGeorgetown UniversityMBA, McDonough School of Business (1999)The Colorado CollegeBA, Political Science (1991)

Dana M. McNamaraDirector, Client Service


Cardinal Wealth Services, Inc. (1999-2000)Fairfax, VA • Registered Sales AssistantCrestar Bank, NA (1997-1999)Vienna, VA • Registered Sales AssistantCrestar Bank, NA (1992-1997)Vienna, VA • Banking Branch ManagerJames Madison UniversityBBA, Finance (1992)

Luke C. IglehartDirector, Consultant Relations


Cambridge Associates (2006-2011)Arlington, VA • Sr. Investment ConsultantU.S. Representative Harold Ford, Jr. (2001-2004)Washington, DC • Sr. Legislative AssistantUniversity of VirginiaMBA, Darden School (2006)Wake Forest UniversityBA, Political Science (2001)

Other Key Professionals

Andrew P. GiordanoWealth Management Associate


Friedman, Billings, Ramsey Capital Markets (2008-2010)Arlington, VA • Vice PresidentFriedman, Billings, Ramsey Capital Markets (2006-2008)Arlington, VA • Associate Vice PresidentFriedman, Billings, Ramsey Group (2004-2006)Arlington, VA • Sales AssistantMiddlebury CollegeBA, International Politics & Economics (2004)

31


SCMBIOS0512

Tax-Exempt Institutional Equity Composite (TEIEC) Performance Disclosure

SGPERD1211

Period Ending Composite Performance Benchmark Performance (Russell 1000® Growth) Composite vs. Benchmark

12/31/11 Net Cumulative Net Annualized Gross Cumulative Gross Annualized Standard Deviation3 Cumulative Annualized Standard Deviation3 Beta3 R-Squared3

1 Year 2.47 2.47 3.02 3.02 n.m. 2.64 2.64 n.m. n.m. n.m.3 Years 122.20 30.49 125.73 31.18 19.92 64.37 18.02 17.76 1.06 0.905 Years 35.91 6.33 39.51 6.89 22.86 13.14 2.50 18.92 1.15 0.917 Years 41.70 5.11 46.75 5.63 20.52 29.90 3.81 16.58 1.17 0.8910 Years 69.32 5.41 77.49 5.91 19.54 29.21 2.60 16.26 1.13 0.88

Since Inception 633.56 10.57 710.24 11.12 20.11 268.13 6.79 17.35 1.10 0.90

Year End

Number of Portfolios

Assets at End of Period USD Millions

TEIEC Russell 1000® Growth (R1000G)Percentage of

Firmwide AssetsAsset Weighted

Standard Deviation1Firm’s Total Assets

USD MillionsNet Return Gross Return Annualized 3 Yr. Ex-Post Standard Deviation R1000G Annualized 3 Yr. Ex-Post

Standard Deviation2011 122 $8,572.50 2.47 3.02 19.92 2.64 17.76 45.70% 0.15 $18,759.702010 111 $8,403.52 26.53 27.22 27.20 16.71 22.11 52.33% 0.26 $16,057.27 2009 113 $7,420.73 71.37 72.23 25.10 37.21 19.73 53.51% 0.47 $13,867.062008 142 $4,164.02 (48.67) (48.37) 20.59 (38.44) 16.40 55.03% 0.28 $8,384.732007 193 $11,312.73 19.15 19.72 12.65 11.81 8.54 54.93% 0.43 $20,594.232006 204 $9,669.81 (5.68) (5.23) 11.88 9.07 8.31 49.25% 0.29 $19,634.912005 192 $10,452.28 10.53 10.99 11.73 5.26 9.53 54.27% 0.56 $19,260.192004 121 $6,154.01 20.53 21.03 17.04 6.30 15.45 53.87% 0.31 $11,424.802003 60 $3,016.30 36.26 36.70 26.17 29.75 22.66 55.24% 0.29 $5,460.442002 34 $838.16 (27.24) (26.91) 28.54 (27.88) 25.22 43.26% 0.23 $1,937.212001 34 $748.08 (15.79) (15.38) 28.40 (20.42) 25.21 51.69% 1.64 $1,447.192000 30 $304.88 (18.38) (17.83) 24.23 (22.42) 22.79 32.22% 1.06 $946.261999 5 $171.68 47.57 48.33 21.15 33.16 19.00 23.52% n.m. $730.041998 4 $105.21 54.11 54.89 19.54 38.71 17.90 29.77% n.m. $353.351997 4 $58.16 30.22 30.88 14.31 30.49 12.62 28.68% n.m. $202.751996 2 $25.73 38.12 38.90 11.65 23.12 10.34 18.36% n.m. $140.151995 2 $20.66 42.31 43.12 10.92 37.19 9.13 20.83% n.m. $99.171994 2 $14.51 3.21 3.77 – 2.66 8.89 24.11% n.m. $60.161993 3 $31.21 (0.35) 0.15 – 2.90 12.63 39.24% n.m. $79.5319922 2 $18.93 5.36 5.78 – 7.40 16.18 28.51% n.m. $66.38

Sands Capital Management (“Sands Capital”) is an independent registered investment advisor. Sands Capital claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPSstandards. Sands Capital has been independently verified for the periods February 7, 1992 through September 30, 2011.Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm’s policies and procedures are designed to calculate and present performance in compliance withthe GIPS standards. The Tax-Exempt Institutional Equity Composite (TEIEC) has been examined for the periods February 29, 1992 through September 30, 2011. The verification and performance examination reports are available upon request.The Tax-Exempt Institutional Equity Composite contains all fee-paying, tax-exempt institutional equity accounts managed on a fully discretionary basis and for comparison purposes is measured against the Russell 1000 Growth Index. This composite holdssecurities that are not included in the Russell 1000® Growth Index, and Sands Capital Management may invest in securities not covered by the Russell 1000® Growth Index. Performance results in presentations prior to January 1, 2002 were measured against theS&P 500 Index. The benchmark was changed to be more representative of the composite strategy, however, information regarding the comparison to the S&P 500 is available upon request. Effective April 1, 1997, the minimum account size for this composite is$3 million. The minimum account size was $1 million from February 7, 1992 through March 31, 1997.Results are based on fully discretionary accounts under management. The annual composite dispersion presented is an asset-weighted standard deviation calculated of performance dispersion for accounts in the composite for the entire year, using beginning ofperiod values. Returns are presented gross and net of management fees and include the reinvestment of all income and cash balances. Net of fee performance was calculated using actual management fees. The U.S. Dollar is the currency used to expressperformance. Sands Capital’s standard annual fee schedule is 0.75% on the first $50 million of assets under management and 0.50% on assets under management greater than $50 million. In addition to the management fee, some accounts may also pay an incentivefee. Additional information regarding the incentive fee is available upon request.The Select Growth Equity Strategy of the portfolio manager was created and fully invested February 7, 1992. The Tax-Exempt Institutional Equity Composite was created on February 29, 1992.Policies for valuing portfolios, calculating performance, and preparing compliant presentations are available upon request. A list of composite descriptions is available upon request. Past performance is not indicative of future results.1 n.m. – Not statistically meaningful, five or less accounts in composite for the entire year.2 Annual Performance Results reflect partial period performance. The returns are calculated from 2/29/92 to 12/31/92 for both the Tax Exempt Institutional Equity Composite and Russell 1000® Growth Index.3 n.m. – This statistical analysis is based on quarterly performance numbers and is not relevant for periods less than 3 years.Russell 1000 Growth Index is a trademark of the Frank Russell Company.

32


PERFORMANCE ANALYSIS

TRAILING PERIODS ENDING MARCH 31, 2012

GROSS RETURNS

Latest Quarter 1 Year 3 Years 5 Years 7 Years 10 Years0

10

20

30

40

RA

TE

OF

RE

TU

RN

* MANAGER STYLE OR INVESTMENT STRATEGY REVIEWED BY UBS FS. PLEASE READ “IMPORTANT INFORMATION” SECTION. + THIS INVESTMENT OR STRATEGY IS NOT AVAILABLE THROUGHUBS. SEE "IMPORTANT INFORMATION" SECTION FOR ADDITIONAL INFORMATION.

06/05/2012 1 of 46



GROSS RETURNS

Rainier Invstmnt Growth+Bahl & Gaynor LgCap Qual Grow*Columbia Mgmt Focused LgCapGr*TCW Group ConcentratedCore*Sands Capital Select Growth*Rainier and B&G LCG+Rainier and Columbia LCG+Rainier and Sands LCG+Rainier and TCW LCG+Russell 1000 Growth

Latest Quarter 1 Year 3 Years 5 Years 7 Years 10 Years16.86 8.29 22.58 3.65 7.01 6.109.82 9.94 20.01 5.03 5.62 5.09

20.24 7.94 28.82 7.86 10.18 N/A16.01 15.14 26.85 8.64 7.61 6.3624.51 22.57 38.77 11.07 10.54 8.5313.21 9.12 21.30 4.39 6.39 5.6718.50 8.18 25.73 5.79 8.62 N/A20.80 15.43 30.68 7.43 8.87 7.3916.42 11.71 24.71 6.21 7.41 6.3114.69 11.02 25.28 5.10 6.49 4.28


06/05/2012 2 of 46


CALENDAR PERIODS ENDING DECEMBER 31, 2011

GROSS RETURNS

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011-60

-40

-20

0

20

40

60

80

RA

TE

OF

RE

TU

RN


06/05/2012 3 of 46


CALENDAR PERIODS ENDING DECEMBER 31, 2011

GROSS RETURNS


2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011N/A -25.94 -25.28 35.02 13.24 12.86 9.14 22.70 -42.96 33.28 17.98 -3.16

6.64 -7.44 -12.57 19.91 11.78 3.61 10.57 8.17 -24.39 19.29 13.13 5.01N/A N/A N/A N/A 15.97 13.45 9.20 22.69 -43.53 47.34 25.52 -2.01

-4.22 -18.81 -28.81 51.47 13.54 4.91 -4.28 14.91 -36.46 43.81 17.75 5.02-17.81 -15.38 -26.91 36.71 20.98 10.99 -5.23 19.73 -48.40 72.23 27.22 3.02

N/A -15.20 -19.06 27.23 12.54 8.38 9.97 15.28 -34.06 25.74 15.57 0.91N/A N/A N/A N/A 14.59 13.16 9.17 22.72 -43.20 40.15 21.72 -2.44N/A -20.89 -26.09 35.85 17.06 11.96 1.78 21.23 -45.70 51.95 22.58 -0.07N/A -22.33 -27.01 43.01 13.38 8.84 2.35 18.87 -39.66 38.67 17.86 0.91

-22.42 -20.42 -27.88 29.75 6.30 5.26 9.07 11.81 -38.44 37.21 16.71 2.64


06/05/2012 4 of 46

QUARTILE RANKING ANALYSIS

PSN LARGE CAP GROWTH


-10

0

10

20

30

40

50

60

70

80

90

100

110

RA

TE

OF

RE

TU

RN

RA

NK

ING

Latest Quarter 1 Year 2 Years 3 Years 5 Years 7 Years 10 Years HIGH (0.05) 19.72 15.67 18.56 29.23 8.50 10.17 8.30 FIRST QUARTILE 16.86 11.22 14.84 25.39 5.92 7.28 6.22 MEDIAN 15.24 8.94 13.29 23.74 4.81 6.44 5.22 THIRD QUARTILE 13.89 6.54 11.42 21.72 3.76 5.62 4.38 LOW (0.95) 9.38 0.28 8.02 18.94 1.24 3.91 3.12 MEAN 15.32 8.67 13.21 23.63 4.81 6.54 5.34 VALID COUNT 291 290 287 286 271 247 204


06/05/2012 5 of 46





Latest Quarter 1 Year 2 Years 3 Years 5 Years 7 Years 10 YearsVALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK16.86 25 8.29 56 12.93 54 22.58 64 3.65 77 7.01 35 6.10 269.82 99 9.94 37 12.54 60 20.01 93 5.03 43 5.62 75 5.09 5420.24 1 7.94 61 18.51 1 28.82 2 7.86 2 10.18 1 N/A N/A16.01 39 15.14 3 17.66 2 26.85 9 8.64 1 7.61 19 6.36 2124.51 1 22.57 1 25.60 1 38.77 1 11.07 1 10.54 1 8.53 113.21 83 9.12 48 12.74 57 21.30 82 4.39 60 6.39 51 5.67 3518.50 8 8.18 57 15.77 12 25.73 19 5.79 29 8.62 7 N/A N/A20.80 1 15.43 1 19.27 1 30.68 1 7.43 6 8.87 4 7.39 516.42 34 11.71 17 15.30 18 24.71 34 6.21 18 7.41 22 6.31 2214.69 63 11.02 26 14.58 32 25.28 26 5.10 42 6.49 49 4.28 77


06/05/2012 6 of 46



CALENDAR PERIODS ENDING MARCH 31, 2012

-10

0

10

20

30

40

50

60

70

80

90

100

110

RA

TE

OF

RE

TU

RN

RA

NK

ING

2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 HIGH (0.05) 19.72 25.52 51.32 -27.92 27.07 16.87 16.56 18.94 49.21 -11.72 0.65 FIRST QUARTILE 16.86 19.06 38.80 -34.96 19.67 12.08 10.93 12.98 33.81 -20.02 -11.04 MEDIAN 15.24 16.27 34.94 -37.84 14.91 9.61 8.15 10.25 29.98 -23.68 -15.38 THIRD QUARTILE 13.89 13.75 30.29 -40.53 10.74 6.93 5.24 7.43 26.46 -27.39 -20.79 LOW (0.95) 9.38 10.33 20.32 -48.70 4.65 2.08 1.52 4.15 20.35 -33.12 -29.87 MEAN 15.32 16.51 34.89 -37.88 15.12 9.51 8.33 10.53 30.67 -23.42 -15.80 VALID COUNT 291 306 304 298 282 275 260 243 231 216 203


06/05/2012 7 of 46



CALENDAR PERIODS ENDING MARCH 31, 2012


2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK VALUE RANK16.86 25 17.98 32 33.28 59 -42.96 87 22.70 12 9.14 52 12.86 13 13.24 22 35.02 21 -25.28 61 -25.94 929.82 99 13.13 80 19.29 99 -24.39 1 8.17 88 10.57 40 3.61 91 11.78 36 19.91 99 -12.57 2 -7.44 1120.24 1 25.52 1 47.34 4 -43.53 90 22.69 13 9.20 51 13.45 10 15.97 11 N/A N/A N/A N/A N/A N/A16.01 39 17.75 33 43.81 11 -36.46 35 14.91 50 -4.28 99 4.91 78 13.54 20 51.47 1 -28.81 86 -18.81 6524.51 1 27.22 1 72.23 1 -48.40 99 19.73 24 -5.23 99 10.99 23 20.98 1 36.71 14 -26.91 70 -15.38 5013.21 83 15.57 55 25.74 89 -34.06 18 15.28 46 9.97 48 8.38 46 12.54 27 27.23 70 -19.06 20 -15.20 4818.50 8 21.72 10 40.15 20 -43.20 88 22.72 12 9.17 52 13.16 12 14.59 15 N/A N/A N/A N/A N/A N/A20.80 1 22.58 7 51.95 1 -45.70 96 21.23 17 1.78 99 11.96 18 17.06 6 35.85 16 -26.09 65 -20.89 7616.42 34 17.86 33 38.67 25 -39.66 66 18.87 27 2.35 98 8.84 42 13.38 22 43.01 3 -27.01 72 -22.33 8214.69 63 16.71 46 37.21 34 -38.44 54 11.81 67 9.07 54 5.26 74 6.30 85 29.75 53 -27.88 80 -20.42 73


06/05/2012 8 of 46

TOTAL RISK REWARD ANALYSIS

3 YEAR PERIOD ENDING MARCH 31, 2012

GROSS RETURNS

15 16 17 18 19 20 21 22 23STANDARD DEVIATION

20

25

30

35

40

RA

TE

OF

RE

TU

RN

Russell 1000 Growth





RISK BENCHMARK USED FOR THIS ANALYSIS: RUSSELL 1000 GROWTH


06/05/2012 9 of 46



GROSS RETURNS


ROR Std Dev Pop Alpha Beta R-Squared22.58 20.17 -3.36 1.06 0.9720.01 15.61 -0.41 0.81 0.9628.82 22.51 -0.10 1.15 0.9326.85 18.01 2.49 0.95 0.9838.77 22.65 7.91 1.16 0.9321.30 17.72 -1.90 0.93 0.9825.73 21.17 -1.71 1.10 0.9630.68 21.27 2.23 1.11 0.9624.71 19.04 -0.46 1.00 0.9825.28 18.83 0.00 1.00 1.00



06/05/2012 10 of 46



GROSS RETURNS

17 22 27 32STANDARD DEVIATION

3

4

5

6

7

8

9

10

11

12

RA

TE

OF

RE

TU

RN

Russell 1000 Growth







06/05/2012 11 of 46



GROSS RETURNS


ROR Std Dev Pop Alpha Beta R-Squared3.65 23.24 -1.37 1.06 0.975.03 17.46 0.65 0.76 0.897.86 25.20 2.76 1.13 0.938.64 20.91 3.55 0.95 0.96

11.07 27.86 5.83 1.25 0.934.39 19.92 -0.46 0.91 0.985.79 24.06 0.68 1.10 0.977.43 25.39 2.21 1.16 0.976.21 21.97 1.12 1.01 0.985.10 21.55 0.00 1.00 1.00



06/05/2012 12 of 46



14 19 24STANDARD DEVIATION

6

7

8

9

10

11

RA

TE

OF

RE

TU

RN

Russell 1000 Growth







06/05/2012 13 of 46




ROR Std Dev Pop Alpha Beta R-Squared7.01 20.06 0.45 1.06 0.965.62 14.91 0.05 0.76 0.88

10.18 21.70 3.41 1.13 0.937.61 18.17 1.26 0.95 0.93

10.54 24.13 3.60 1.25 0.906.39 17.06 0.21 0.91 0.988.62 20.73 1.93 1.10 0.968.87 21.87 2.04 1.16 0.957.41 18.93 0.92 1.01 0.966.49 18.45 0.00 1.00 1.00



06/05/2012 14 of 46

UPSIDE VS. DOWNSIDE MARKET CAPTURE ANALYSIS


-25 0 25 50 75 100 125DOWNSIDE CAPTURE RATIO

0

25

50

75

100

125

150

UP

SID

E C

AP

TU

RE

RA

TIO

90 Day U.S. Treasury Bill

Russell 1000 Growth

Outperforms inPos. & Neg. Qtrs.

Underperforms in Pos. Qtrs.Outperforms in Neg. Qtrs.

Underperforms in Neg. Qtrs.Outperforms in Pos. Qtrs.

Underperforms inPos. & Neg. Qtrs.



06/05/2012 15 of 46




Up Mkt Capt Retrn Up Cap Ratio Dnside Cap Return Dnside Cap Ratio R-Squared44.13 96.45 -26.15 112.05 0.9736.65 80.11 -20.82 89.21 0.9653.76 117.50 -27.08 116.04 0.9346.01 100.55 -20.76 88.95 0.9862.43 136.45 -20.53 87.97 0.9340.34 88.16 -23.50 100.68 0.9848.96 107.00 -26.60 113.97 0.9653.33 116.57 -23.35 100.05 0.9645.05 98.46 -23.46 100.50 0.9845.75 100.00 -23.34 100.00 1.00



06/05/2012 16 of 46



-3 22 47 72 97 122DOWNSIDE CAPTURE RATIO

2

27

52

77

102

127

152

UP

SID

E C

AP

TU

RE

RA

TIO


Russell 1000 Growth







06/05/2012 17 of 46







06/05/2012 18 of 46



-29 -4 21 46 71 96 121DOWNSIDE CAPTURE RATIO

7

32

57

82

107

132

157

UP

SID

E C

AP

TU

RE

RA

TIO


Russell 1000 Growth







06/05/2012 19 of 46







06/05/2012 20 of 46

MULTI-STATISTIC QUARTILE RANKING BAR


MARCH 31, 2009 TO MARCH 31, 2012

10

15

20

25

30

35

40

45

0.8

0.9

1.0

1.1

0.8

0.9

1.0

1.1

1.2

1.3

1.4 -15

-10

-5

0

5

10

15 14

15

16

17

18

19

20

21

22

23

24

25

-2

-1

0

1

2

3

4

5

6

7

8

9

10 -2.0

-1.0

0.0

1.0

2.0

HIGH (0.95)1st QUARTILEMEDIAN3rd QUARTILELOW (0.05)MEANVALID COUNT

ROR29.2325.3923.7421.7218.9423.63286

R-Squared0.990.980.970.950.880.96286

Beta0.810.961.021.081.211.02286

Alpha3.670.07-1.57-3.26-6.43-1.57286

Std Dev Pop15.9518.3919.6820.8123.2919.62286

Tracking Error Pop1.893.123.945.298.094.24286

Info Ratio Pop0.810.05-0.40-0.90-1.77-0.43286


06/05/2012 21 of 46



MARCH 31, 2009 TO MARCH 31, 2012

VALUE RANK

Rainier Invstmnt Growth+ 22.58 64

Bahl & Gaynor LgCap Qual Gr 20.01 93

Columbia Mgmt Focused LgC 28.82 2

TCW Group ConcentratedCor 26.85 9

Sands Capital Select Growth* 38.77 1

Rainier and B&G LCG+ 21.30 82

Rainier and Columbia LCG+ 25.73 19

Rainier and Sands LCG+ 30.68 1

Rainier and TCW LCG+ 24.71 34

Russell 1000 Growth 25.28 26

VALUE RANK

0.97 44

0.96 60

0.93 83

0.98 24

0.93 86

0.98 19

0.96 57

0.96 57

0.98 26

1.00 1

VALUE RANK

1.06 65

0.81 1

1.15 94

0.95 23

1.16 94

0.93 18

1.10 85

1.11 85

1.00 41

1.00 41

VALUE RANK

-3.36 75

-0.41 32

-0.10 26

2.49 5

7.91 1

-1.90 54

-1.71 52

2.23 6

-0.46 33

0.00 25

VALUE RANK

20.17 62

15.61 1

22.51 94

18.01 19

22.65 95

17.72 15

21.17 83

21.27 84

19.04 38

18.83 33

VALUE RANK

3.62 40

4.69 66

6.56 92

2.74 15

6.80 94

2.69 14

4.47 62

4.54 64

2.78 16

0.00 1

VALUE RANK

-0.75 69

-1.12 84

0.54 8

0.57 6

1.98 1

-1.48 93

0.10 21

1.19 1

-0.20 37

0.00 26


06/05/2012 22 of 46



MARCH 31, 2007 TO MARCH 31, 2012

0

1

2

3

4

5

6

7

8

9

10

11

12

13

0.8

0.9

1.0

1.1

0.7

0.8

0.9

1.0

1.1

1.2

1.3

1.4 -5

-4

-3

-2

-1

0

1

2

3

4

5

6

7 10

15

20

25

30

35

-2

-1

0

1

2

3

4

5

6

7

8

9

10

11 -1.0

0.0

1.0

HIGH (0.95)1st QUARTILEMEDIAN3rd QUARTILELOW (0.05)MEANVALID COUNT

ROR8.505.924.813.761.244.81271

R-Squared0.990.970.960.930.840.95271

Beta0.810.941.001.061.191.00271

Alpha3.551.04-0.15-1.13-3.55-0.08271

Std Dev Pop18.1920.7522.1723.3027.2122.16271

Tracking Error Pop2.623.884.886.589.905.29271

Info Ratio Pop0.610.19-0.07-0.27-0.73-0.06271


06/05/2012 23 of 46



MARCH 31, 2007 TO MARCH 31, 2012

VALUE RANK

Rainier Invstmnt Growth+ 3.65 77

Bahl & Gaynor LgCap Qual Gr 5.03 43

Columbia Mgmt Focused LgC 7.86 2

TCW Group ConcentratedCor 8.64 1

Sands Capital Select Growth* 11.07 1

Rainier and B&G LCG+ 4.39 60

Rainier and Columbia LCG+ 5.79 29

Rainier and Sands LCG+ 7.43 6

Rainier and TCW LCG+ 6.21 18

Russell 1000 Growth 5.10 42

VALUE RANK

0.97 20

0.89 94

0.93 74

0.96 37

0.93 77

0.98 16

0.97 35

0.97 36

0.98 16

1.00 1

VALUE RANK

1.06 78

0.76 1

1.13 95

0.95 27

1.25 99

0.91 15

1.10 87

1.16 99

1.01 52

1.00 47

VALUE RANK

-1.37 81

0.65 33

2.76 4

3.55 1

5.83 1

-0.46 60

0.68 32

2.21 8

1.12 23

0.00 46

VALUE RANK

23.24 75

17.46 1

25.20 94

20.91 29

27.86 99

19.92 12

24.06 83

25.39 96

21.97 47

21.55 39

VALUE RANK

3.93 26

7.84 89

7.08 83

4.07 29

9.17 97

3.61 19

4.92 52

5.83 67

3.39 15

0.00 1

VALUE RANK

-0.37 84

-0.01 42

0.39 8

0.87 1

0.65 1

-0.20 67

0.14 28

0.40 8

0.33 11

0.00 42


06/05/2012 24 of 46

RAINIER INVESTMENT MANAGEMENT, INC.LARGE CAP GROWTH EQUITY

152 West 57th Street, 9th Floor TEL: 212-265-2661New York, NY, 10019 FAX: 646-340-1111CONTACT: Mr. Kurt A. Polk, CFA PRODUCT ASSETS: $ 4,943.28 MILLION

© 2012 Informa Investment Solutions, Inc., www.informais.com

between 150-200 stocks are under evaluation ascandidates for purchase, and between 40 and 80companies may be held as current investments.Sectors, industry and individual security decisions aremade within the context of a bottom-up process andbased on several factors: * We emphasize investing incompanies that are likely to demonstrate superiorearnings momentum relative to their peers. * Positiveearnings surprises and estimate revisions areemphasized. We anticipate the future direction ofchanges. * Our preference is to invest in stocks that areselling at attractive valuations. We use three proprietaryvalue screens. * Strong management with a significantownership in the company is desired. * Companies thatexhibit advantageous competitive strategies or operatein favorable competitive environments are stressed. *We favor companies with balance sheet integrity andfinancial strength. * Securities must have a minimumof $5 million in average daily trading volume to ensuresufficient trading liquidity.

PORTFOLIO CONSTRUCTION - Individual stockweights depend upon our assessment of the riskcharacteristics of the particular stock. As a generalguideline, no single issue will account for more than7% of the total portfolio. The portfolios are diversifiedby economic sector and are limited to the index sectorweighting +/- 10% in absolute terms. We will invest amaximum of 35% in any single sector. We do notattempt to time the market. Cash equivalents normallymake up less than 5% of the portfolio and are a residualof the investment process.

KEY INVESTMENT OFFICER:

TEAM APPROACH

Mr. Mark Hamilton DawsonCurrent Position: Principal, PM, 1996 - PRESENTCurrent Firm: Rainier Investment Management, Inc.Responsibility: Equity Portfolio Manager; BalancedPortfolio Manager; Research AnalystProfessional Accreditation: CFAEducation Undergraduate: University of Washington,BA, HistoryEducation Graduate: Tufts University, MA,International RelationsYear of Birth: 1956Phone:email:Previous Position: 1991-1996

EQUITY INVESTMENT PHILOSOPHY - Weidentify attractive securities using a bottom-up stockselection discipline. This is based on our belief that atany given time, the overall US equity market isefficiently priced, but that pricing inefficiencies existbetween various stocks that comprise the overallmarket. We believe, and our results have shown, that aconsistent process focused on identifying andexploiting mispriced securities can lead to consistentoutperformance versus the average market return andour peers. Performance attribution confirms thatsecurity selection decisions are accountable for 80-90%of historical excess returns, with sector allocationdecisions, which are a residual of our process, beingattributed to the remainder. Rainier employs afundamental research based investment approach,augmented by proprietary quantitative tools. Thequantitative tools provide a common framework foreach stock analyzed, and enable all portfolio managersto evaluate every stock held in client portfolios, andthose under consideration by each team member. Thetools also assist in the process of narrowing down theinvestable universe of stocks to a subset of companiesthat exhibit the growth and valuation measures that theteam believes offers the most compelling investmentideas given our investment discipline.

INVESTMENT DECISION-MAKING PROCESS - Inchoosing investments for its portfolios, Rainier seeks toidentify companies with above averageearnings-per-share growth rates selling at reasonablevaluations relative to their industry peers. The universeis comprised of the aggregate list of all portfoliomanagers' working lists of stock ideas of companieswith market capitalizations and characteristics similarto those contained within the Russell 1000 Growthindex. Only stocks with market capitalizations above$2 billion are considered, with an emphasis on stockswith capitalizations greater than $5 billion. Theportfolio managers regularly screen a broad universe ofstocks, scanning BaseLine and other data sources, andeliminating stocks of companies that do not meetearnings, quality or liquidity requirements; onlycommon stock is considered. A working universe ofcompanies is analyzed for important fundamentals suchas revenue and earnings growth, as well as thevaluation of a company relative to the market, industrypeers, and its own price history. The working universetypically distils to 800-1,000 securities. Data on thefundamentals of selected stocks are evaluated in ourproprietary tracking and valuation system, where

06/05/2012 25 of 46



Phone:email:Previous Position: -Company:Title:

Mr. Mark W. BroughtonCurrent Position: Senior Portfolio Manager, 2002 -PRESENTCurrent Firm: Rainier Investment Management, Inc.Responsibility: Equity Portfolio Manager; BalancedPortfolio Manager; Research AnalystProfessional Accreditation: CFAEducation Graduate: University of Southern California,MBA - FinanceYear of Birth: 1966Phone:email:Previous Position: -Company:Title:

Stacie L. CowellCurrent Position: Senior Equity Manager, 2006 -PRESENTCurrent Firm: Rainier Investment ManagementResponsibility: Equity Portfolio Manager; BalancedPortfolio Manager; Research AnalystProfessional Accreditation: CFAEducation Undergraduate: Colgate University,Bachelor of Science, EconomicsEducation Graduate: University of Colorado, Master ofScience, FinancePhone: 206-464-0400email:Previous Position: -2006Company: Invesco Funds GroupTitle: Senior VP, Lead PM

Mr. Andrea L. DurbinCurrent Position: Sr. Equity PM, 2007 - PRESENTCurrent Firm: Rainier Investment Management, Inc.Responsibility: Equity Portfolio ManagerProfessional Accreditation: CFAEducation Undergraduate: University of Minnesota, BSYear of Birth: 1969Year Entered Industry: 1986Phone:

Company: Badgley, Phelps and BellTitle: PM, Director of Research

Mr. James Richard MargardCurrent Position: Principal, Portfolio Man, 1985 -PRESENTCurrent Firm: Rainier Investment Management, Inc.Responsibility: Chief Investment officer; EquityPortfolio Manager; Balanced Portfolio Manager;Director of ResearchProfessional Accreditation: CFAEducation Undergraduate: University of New Mexico,BA - SpanishEducation Graduate: NYU, MA; MBA - FinanceYear of Birth: 1952Phone:email:Previous Position: 1980-1985Company: ValueLine, Inc.Title: Inv. Research, Portfolio

Mr. Peter Morgan MusserCurrent Position: Principal, Portfolio Man, 1994 -PRESENTCurrent Firm: Rainier Investment Management, Inc.Responsibility: Equity Portfolio Manager; BalancedPortfolio Manager; Research AnalystProfessional Accreditation: CFAEducation Undergraduate: Lawrence University, BA -EconomicsYear of Birth: 1956Phone:email:Previous Position: 1984-1994Company: Ragen MacKenzie, Inc./Cable, Howse &RagTitle: Sr. VP - Res.

Mr. Daniel M. BrewerCurrent Position: Senior Portfolio Manager, 2000 -PRESENTCurrent Firm: Rainier Investment Management, Inc.Responsibility: Equity Portfolio Manager; BalancedPortfolio Manager; Research AnalystProfessional Accreditation: CFAEducation Undergraduate: California State University,Fullerton, BAYear of Birth: 1965

06/05/2012 26 of 46



Class I: RLGIX

COMMINGLED FUND: Rainier Large Cap GrowthEquity Collective Trust Fund.Rainier acts as subadvisor. SEI Investments Company,as trustee, has ultimate responsibility for all investmentdecisions for the CIT.; Min Acct Size: $5 million; MinFee: N/A

LAST MODIFIED ON: 2/16/2012

email:Previous Position: -Company: Blackrock Financial ManagementTitle:

Ms. Carlee J PriceCurrent Position: Sr. Equity PM, 2008 - PRESENTCurrent Firm: Rainier Investment Management, Inc.Responsibility: Equity Portfolio ManagerProfessional Accreditation: CFAEducation Undergraduate: University of BritishColumbia, BAYear Entered Industry: 1994Phone:email:Previous Position: 2000-2008Company: Franklin TempletonTitle: VP and Equities Analyst

Mr. Michael EmeryCurrent Position: Sr. Equity PM, 2008 - PRESENTCurrent Firm: Rainier Investment ManagementResponsibility: Equity Portfolio ManagerProfessional Accreditation: CFAEducation Undergraduate: University of Washington,BAEducation Graduate: Cornell University, MBAYear Entered Industry: 1995Phone:email:Previous Position: -Company:Title:

FEES AND MINIMUM ACCOUNT:

SEPARATE ACCT: 0.75% on the first $10 million ofassets0.50% on the balance

Fees may be negotiable, depending on the size of theaccount.; Min Acct Size: $25 million

MUTUAL FUND: The John Hancock Rainier GrowthFund is available through John Hancock Funds. Rainieris the subadvisor to the fund.

Class A: RGROX

06/05/2012 27 of 46

BAHL & GAYNOR, INC.LARGE CAP QUALITY GROWTH

212 E. Third Street, Suite 200 TEL: 513-287-6132Cincinnati, OH, 45202 FAX: 513-287-6110CONTACT: Mr. Matthew D. McCormick PRODUCT ASSETS: $ 2,902.27 MILLION


characteristics. The fundamental research isconducted by our senior portfolio managers who alsohave sector responsibilities. Extensive field research isconducted on all working list securities or new issuesbeing considered. Research sources includemanagement contacts, Wall Street research andcontacts, Baseline, HOLT Value, Factset, andBloomberg. Bahl & Gaynor makes every attempt tovisit all companies we are analyzing where we believewe can gain insight into that company. Thoroughanalysis of all balance sheets is required. A principalresearch output is determining the quality andcapability of a company’s senior management. Inaddition, we are devoted to assessing the future growthand predictability of a firm’s cash flow. 40 to 50companies compose our normal portfolio. Thedecision-making authority and accountability is dividedevenly within the portfolio managers group. Frequentpeer reviews help maintain high correlation with themodel portfolio, control risk, and reduce performancevariability. Bahl & Gaynor’s very low dispersion is adirect result of our peer review process. Riskattribution analyses are performed on a weekly basisthrough monitoring of each stock’s relativeperformance and risk profile. In addition, we limit thesize of the individual holdings to 5% at cost, andsectors to two times the Standard & Poor’s 500benchmark (or other client directed – usually Russell1000 Growth – index) to ensure proper diversification.Finally, we will sell or trim our equity positions for thefollowing reasons: * Valuations that rise to exceedhistoric norms may trigger a reduction or elimination instock * Appreciation of a stock position to an oversizedweighting * New or increasing competition thatmaterially changes competitive landscape * Decliningcash flow return on investment * Declining or negativeoperating cash flow * Dividend cut or no dividendincrease for an extended period of time * Unexpectedchange in management or ownership of a company *Large increase in debt * Large acquisition * Unusualinsider selling * Quality of earnings degradation, oraccounting issues that questions earning’s reliability

PORTFOLIO CONSTRUCTION - Portfolios areconstructed using a model as a template and adapted tothe specific constraints of each client if needed. Theinvestment decision is primary. As names are added ordeleted consideration is given to overall sector. We donot require a level of investment in any sector; but limitmaximum exposure to two times the sector weight withan absolute maximum of 25%. Initial positions are

EQUITY INVESTMENT PHILOSOPHY - Bahl &Gaynor is a large capitalization growth manager thatemploys a “Growth at a Reasonable Price” discipline topurchase superior stocks at sensible valuations. Thisstrategy allows B&G to provide superior performancewhile at the same time preserving capital in decliningmarkets. In addition, our emphasis on dividend growthhas led us to high quality companies with strongbalance sheets. Bahl & Gaynor’s approach targetsdominant companies that have a clear competitiveadvantage and effective shareholder friendlymanagement with a large insider ownership. Ourstocks usually have the ability to price theirproducts/services significantly above their costs andreinvest their profitability back into their businesses.For over 19 years, Bahl & Gaynor has specialized instocks that have a dividend and grow it regularly. Weare long term investors and prefer to own companiesthat can double earnings in five to seven years throughvarious economic cycles.

INVESTMENT DECISION-MAKING PROCESS -Bahl & Gaynor is a large capitalization growthmanager that employs a “Growth at a ReasonablePrice” discipline to purchase superior stocks at sensiblevaluations. This strategy allows B&G to providesuperior performance while at the same time preservingcapital in declining markets. In addition, our uniqueemphasis on dividend growth has led us to high qualitycompanies with strong balance sheets. Bahl &Gaynor’s approach targets dominant companies thathave a clear competitive advantage and effectiveshareholder friendly management with a large insiderownership. Our stocks usually have the ability to pricetheir products/services significantly above their costsand reinvest their profitability back into theirbusinesses. For over 19 years, Bahl & Gaynor hasspecialized in stocks that have a dividend and grow itregularly. We prefer to own companies that are“perpetual growth machines.” These “total return”investments post consistent above-average earnings anddividend growth over long periods of time and variouseconomic cycles. It is our opinion that the demand forour approach will increase, in part, due to the recent taxlaw changes which are more beneficial to dividendsOur stock selection process begins by quantitativelyscreening a 15,500+ Baseline stock universe primarilyfor financial and quality characteristics. We furtherscreen the remaining 300+ issues for investment merit.The approximately 150 remaining names arefundamentally investigated for risk/reward

06/05/2012 28 of 46

BAHL & GAYNOR, INC.LARGE CAP QUALITY GROWTH



bought in the 0.5%-2.5% weightings and trimmingbegins at the 5% level. We remain fully invested atmost times and enjoy low portfolio turnover in the15-25% range per year. Equity portfolios hold 40-50individual securities.


TEAM APPROACH

Vere W. GaynorCurrent Position: Chairman, Portfolio Mgr, 1990 -PRESENTCurrent Firm: Bahl & Gaynor Investment CounselResponsibility: Equity Portfolio ManagerProfessional Accreditation:Education Undergraduate: Columbia University, BAEducation Graduate: Columbia University, MBAYear of Birth: 1947Year Entered Industry: 1971Phone: 513-287-6116email: [email protected] Position: 1973-1990Company: Scudder, Stevens & ClarkTitle: Managing Director

William F. BahlCurrent Position: President, Portfolio Mgr, 1990 -PRESENTCurrent Firm: Bahl & Gaynor Investment CounselResponsibility: Equity Portfolio ManagerProfessional Accreditation: CFA, CICEducation Undergraduate: University of Florida, BBAEducation Graduate: University of Michigan, MBAYear of Birth: 1951Year Entered Industry: 1974Phone: 513-287-6115email: [email protected] Position: 1985-1990Company: Northern Trust CompanyTitle: Chief Investment Officer


SEPARATE ACCT: First $1 million at 0.9%Next $1 million at 0.8%Next $2 million at 0.7%Next $1 million at 0.6%and the balance at 0.5%; Min Fee: $7,000

06/05/2012 29 of 46

COLUMBIA MANAGEMENTCOLUMBIA FOCUSED LARGE CAP GROWTH

225 Franklin Street TEL: 617-747-0441Boston, MA, 02111 FAX:CONTACT: Ms. Kathleen A. Kennedy PRODUCT ASSETS: $ 8,826.40 MILLION


sheets, excellent management, accelerating earningsgrowth, and a strong commitment to shareholder value.The Team screens the universe of publicly tradedcompanies (over 10,000) for the most attractive growthstocks by using these criteria: -Market capitalization >US$3 billion -Earnings growth rate >12% or double thegrowth rate of the S&P 500 Index -Return on equity>15% This results in a focused universe ofapproximately 250 qualified growth companies. TheTeam makes investment decisions based on bottom-upanalysis, and allow for significant position weights forindividual holdings based on their level of conviction inthe underlying company. The Team relies onfundamental research to build portfolios, company bycompany. They limit the portfolio market value of anyone holding to 5% of the total portfolio, diversifyingacross growth industries, usually initiating a newposition at 2-3%. Security weights are the result of theTeam's level of conviction in the strength of thecompany's fundamentals and the appreciation potentialof the security. Portfolios are always fully invested.Annual turnover will average approximately 25-35%.The ultimate objective is to offer investors potentialparticipation in the bright future of growth companies.In the Team's view, such companies usually have thefollowing fundamental characteristics: -A dominantposition in a rapidly growing industry -Earnings growthrate of at least 12% per year, or roughly double that ofthe S&P 500 -Financial strength as measured by suchfactors as: low debt, high return on equity, reinvestedearnings and substantive free cash flow generation-Highly regarded, shareholder-focused managementSecurities are sold for the following reasons:Fundamentals Change: If the investment teamconcludes that the earnings growth opportunity for thecompany over the next three years no longer meetstheir projected earnings growth criteria, the stock willbe sold. Harvest Success: If a stock trades within 10%of established price objectives, it is reviewed.Diversification: No company is more than 5% ofportfolio and no industry more than 10%. Portfoliocross correlation average less than the benchmark.Market Message: If a stock experiences a 20% relativeprice decline in the prior three months, it will beimmediately reviewed.

PORTFOLIO CONSTRUCTION - The Team makesinvestment decisions based on bottom-up analysis, andallow for significant position weights for individualholdings based on their level of conviction in theunderlying company. The Team relies on fundamental

EQUITY INVESTMENT PHILOSOPHY - TheColumbia Focused Large Cap Growth Team believesthat earnings growth is the critical driver of stock pricesover the long term. They believe that throughfundamental research, they can identify outstandingcompanies having dominant industry positions, strongfinancials, and consistently high earnings growth rates.In the portfolio construction process, they select whatthey feel are the best growth companies in the bestgrowth industries. They look to exploit marketanomalies and inefficiencies by unearthing companiescapable of sustaining faster growth longer thanconsensus expects. Since the team manages aconcentrated portfolio of 25-35 holdings, they payclose attention to the risk involved in each of theirholdings. Their long-term focus allows the strategy toparticipate in the success of a well-executed businessplan, providing their clients with strong returns that areattractive to both taxable and tax-exempt investors.The Focused Large Cap Growth strategy was launchedby portfolio manager Thomas Galvin in 2003, when hejoined U.S. Trust and created the Focused Large CapGrowth team.

INVESTMENT DECISION-MAKING PROCESS -The Team employs a team-oriented decision makingprocess which is followed in research, portfolioconstruction, security selection, and strategydevelopment. Each team member is involved in thegenesis and analysis of idea generation, bringing adiverse background and unique contribution toportfolio construction. Ideas are discussed among theteam as part of its daily research process. Sponsorsfollow companies of interest and continually update therest of the team on their ideas. This process allows forsubstantial in-depth, bottom-up research and review byThe Group on each investment idea before any finaldecision is made. As a result, each team member isintimately familiar with all holdings. The lead portfoliomanager has the ultimate decision making authorityand accountability. Research plays a key role in astock selection process that aims to find where growthis sustainable. Our portfolio management team screenspotential candidates with an eye to both individualcompany fundamentals as well as the macroeconomicoutlook. Our aim is to stay ahead of the curve bypinpointing sectors that will benefit from the economicchange we foresee, and within those sectors to targetgrowth leaders with expanding and dominant marketshare, strong cash flow, rapid product development,and high profit margins. We look for strong balance

06/05/2012 30 of 46



Responsibility: Equity Portfolio ManagerProfessional Accreditation:Education Undergraduate: Brigham Young University,BSEducation Graduate: University of Notre Dame, MBAYear Entered Industry: 1998Phone: 203-352-4466email: [email protected] Position: -Company: George E. Reed Heart CenterTitle: Research Assistant

Mr. Richard A. CarterCurrent Position: SVP, Analyst, 2003 - PRESENTCurrent Firm: Columbia ManagementResponsibility: Research AnalystProfessional Accreditation:Education Undergraduate: Connecticut College, BAYear Entered Industry: 1993Phone: 1-203-352-4470email: [email protected] Position: 2000-2003Company: Credit Suisse First BostonTitle: Equity Market Strategist

Mr. Michael W. GnadingerCurrent Position: Vice President, Analyst, 2003 -PRESENTCurrent Firm: Columbia ManagementResponsibility: Research AnalystProfessional Accreditation: CFAEducation Undergraduate: University of Delaware, BAYear Entered Industry: 2001Phone: 212-893-7100email: [email protected] Position: -Company: U.S. TrustTitle: Portfolio Assistant


SEPARATE ACCT: 0.65% on the first $25MM; 0.50%on the next $50MM;0.40% on the next $75MM; 0.35% on the next$150MM;0.325% on the next $200MM; 0.275% on all assetsover $500MM; Min Acct Size: $10MM; Min Fee:$45,000

research to build portfolios, company by company.They limit the portfolio market value of any oneholding to 5% of the total portfolio, diversifying acrossgrowth industries, usually initiating a new position at2-3%. Security weights are the result of the Group'slevel of conviction in the strength of the company'sfundamentals and the growth potential of the security.Portfolios are always fully invested. Annual turnoverwill average approximately 25-35%. Thecharacteristics of this strategy's risk managementphilosophy are: • Invest only in high-qualitycompanies, three- to five-year time horizon • Maintaina diversified growth portfolio with limited industryoverlap oSector limited to 2x that of the Russell 1000Growth Index oIndustries limited to 10% of theportfolio •Limit portfolio market value basis of eachholding to 5% •Established price targets for everyholding •Continuous review of the bottom and topperformers relative to fundamental changes in eachcompany's outlook •Cross-correlation of each holdingis reviewed. Using one year trailing daily price actionof each position, they monitor the correlation of eachposition with the goal of averaging 0.25 or less acrossthe portfolio. This is also used prior to purchasing anew position to help understand the risk impact of thenew position in the portfolio.


TEAM APPROACH

Mr. Thomas M. GalvinCurrent Position: President, CIO - LCG, 2003 -PRESENTCurrent Firm: Columbia ManagementResponsibility: Chief Investment officerProfessional Accreditation: CFAEducation Undergraduate: Georgetown University, BSEducation Graduate: New York University, MBAYear Entered Industry: 1983Phone: 203-352-4437email: [email protected] Position: -Company: Credit Suisse First BostonTitle: CIO, Equity Strategist

Mr. Todd D. HergetCurrent Position: SVP, Portfolio Manager, 1998 -PRESENTCurrent Firm: Columbia Management

06/05/2012 31 of 46



MUTUAL FUND: Columbia Select Large Cap GrowthFund - Z sharesUMLGXexpense ratio net - 1.08%


06/05/2012 32 of 46

TCW GROUPTCW CONCENTRATED CORE EQUITIES

865 South Figueroa Street TEL: 213-244-0655Los Angeles, CA, 90017 FAX: 213-244-0741CONTACT: Ms. Leah Kirste PRODUCT ASSETS: $ 8,313.83 MILLION


corporate strategies are discussed in these interviews. 4.Independent sources may also be interviewed to verifyfacts and assumptions derived from conversations withmanagement. These sources may include a company’scustomers, suppliers, competitors and relevant industryassociations. 5. The portfolio manager evaluatesavailable research inputs and company stock marketvaluations to develop an investment decision. 6. If abuy decision is made, a plan is developed for eachholding that outlines our expectations for the financialfundamentals of the company and for the pricemovement of the stock. 7. All companies held in theportfolio are monitored and reevaluated to determine ifthey are fulfilling expectations. A holding may be soldwhen its price rises to a level that reflects fully thecompany’s growth opportunities, if it fails to meet ouroperational expectations, or to take advantage of abetter opportunity.

PORTFOLIO CONSTRUCTION - The ConcentratedCore Equities portfolios are generally fully invested inequities. Our investments typically average higherrates of growth, profitability, and quality, though tradedin a higher valuation than the broader market. In orderto not dilute the performance of those stocks in whichwe have the greatest confidence, we do notoverdiversify. Holdings are weighted to reflect eachissue’s attractiveness relative to others. Portfolioholdings will generally fall in the large cap category.Investment decisions are made with a long-timehorizon which can result in relatively low turnover.


TEAM APPROACH

Mr. Craig C. BlumCurrent Position: Group Managing Director, 1999 -PRESENTCurrent Firm: TCWResponsibility: Equity Portfolio ManagerProfessional Accreditation:Education Undergraduate: University of California, LosAngeles, BSEducation Graduate: University of California, LosAngeles, MBAYear of Birth: 1970Year Entered Industry: 1994Phone: 213-244-0434email: [email protected] Position: -

EQUITY INVESTMENT PHILOSOPHY - Superiorlong-term performance can be achieved byparticipating in the long-term success of selectedextraordinary businesses purchased at attractivevaluations. The portfolios in TCW Concentrated CoreEquities seek to maximize total return, with anemphasis on capital appreciation. Performance shouldbe measured over a full market cycle.

INVESTMENT DECISION-MAKING PROCESS -TCW utilizes a multi-factor investment strategydesigned to identify opportunities not fully reflected instock market valuations. These are: superior businesspractices, long-term trend analysis and valuation.Companies targeted for investment typically are thosebelieved to have strong and enduring business modelsand defendable advantages over their competitors.They must also be companies positioned to benefitfrom secular trends. Additionally, each investment issubjected to cash flow based valuation analysis. Theportfolio is constructed one stock at a time and eachstock must satisfy our research criteria. Thoroughanalysis of a company’s valuation, business modeladvantage and resulting financial superiority is critical.Companies targeted for investment typically exhibitone or more of the following characteristics: -Superior management teams with long-term businessperspectives and an ownership position in theirbusinesses. - Specific plans to capitalize on positivefundamental changes. - Dominant industry or marketniche position. - Superior growth and profitability. -Proprietary products or low-cost production and/ordistribution capability. - Substantial and sustainablefree cash flow to finance future growth. - Shareholderorientation – deployment of cash flow to generatehighest long-term return to shareholders. Ourinvestment process is designed to identify attractivecandidates for investment where changes in businessfundamentals are not fully reflected in stock marketvaluations. The steps in this process can include: 1.Through original and secondary research, we developan initial investment idea, concept or thesis based onchanges in technology, industry dynamics,demographics, regulations, etc. 2. Comprehensive,proprietary fundamental research is conducted on thecompanies and industries of interest. This researchprocess is focused on the changes in businessfundamentals occurring within a company and itsindustry. 3. A dialogue is typically established with thesenior level managers of a company considered forinvestment. Business conditions, business plans and

06/05/2012 33 of 46

TCW GROUPTCW CONCENTRATED CORE EQUITIES


Company: FMAC Captial MarketsTitle: Analyst


SEPARATE ACCT: Institutional: Negotiatedperformance-based fee OR .70% on all assets; MinAcct Size: $25MM (US clients), $50MM (Int'l clients);Min Fee: $175,000

MUTUAL FUND: The net expense ratio for the TCWSelect Equities Fund (I Class) is 0.90%.; Min AcctSize: $2,000; Min Fee: $18.00

WRAP ACCT: Please contact TCW for details.; MinAcct Size: $100,000

Other: Separate Accounts - High Net WorthIndividuals: 1.00% on all assets; Min Acct Size:$3MM; Min Fee: $30,000


06/05/2012 34 of 46

SANDS CAPITAL MANAGEMENT, LLCSELECT GROWTH

1101 Wilson Boulevard, Suite 2300 TEL: 703-562-4000Arlington, VA, 22209 FAX: 703-562-4006CONTACT: Mr. Luke C. Iglehart PRODUCT ASSETS: $ 20,272.18 MILLION


“vetting” conversations to occur in a small groupsetting, amongst individuals familiar with a variety ofindustries. Once an idea is fully vetted at the SectorTeam level it is elevated to the Investment Team,where a final vetting process occurs. Each of thesegroups--the entire 28-member Research Team, the 6Sector Teams and the Investment Team--meet weeklyas part of our rigorous ongoing research efforts. TheProcess Sands Capital’s research begins with aquantitative search to identify growing companies. Thisprocess results in an initial universe of approximately250-300 companies, participating in growing sectors ofthe economy usually advanced technology, financialservices, health care, branded consumer and energy.Companies are selected for inclusion in the universe ifthey have above average historical and projected salesand earnings growth, as well as the potential forsignificant wealth creation. Each Sector Team thenuses seven qualitative success factors designed toidentify the true leader(s) within the most promisingsector(s): 1. Creating growth drivers: newproducts/services and entering new markets2. Developing and anticipating important industrytrends 3. Creating competitive barriers 4. Gainingmarket share 5. Building financial muscle to weatheradverse periods and fund new opportunities6. Displaying superior management ability 7. Applyingtechnology to add value The Sector Teams use avariety of sources to make these assessments, includingcompany financial reports, SEC filings, publishedreports from industry experts, street research providedby broker/dealers, non-published Sands Capitalcommissioned reports from industry experts, and directcontact with company managements, suppliers,customers, and industry observers. Companies thatpass through the leader screen are added to the LeaderList, which typically contains 80 to 100 companiesacross 15 to 20 industries. When a Sector Team candemonstrate that a company on the Leader List is likelyto meet the six key criteria, that company is placed onthe New Opportunities List. Companies on this list arethen subjected to the same intensive research ascompanies already in the portfolio. To ultimately beincluded in client portfolios, a company must meet allthe following six key criteria: 1. Deliver sustainableabove-average earnings growth over the next 3-5 years.2. Has significant competitive advantages. 3. Has aleadership position or proprietary niche. 4.Demonstrates a clear sense of purpose and mission inan understandable business. 5. Exhibits financialstrength. 6. Is rationally valued relative to comparable

EQUITY INVESTMENT PHILOSOPHY - The SandsCapital investment approach is active, fundamental,bottom-up, and business-focused. Economic, political,and financial trends factor into the process onlyinsomuch as they influence the business case for anindividual company. There is not a formal top-downcomponent to the investment process. The entireinvestment process is focused on identifying highquality companies that can generate sustainableabove-average earnings growth over time. Todetermine this, the research team creates detailedproprietary earnings models that incorporate a broadrange of fundamental factors depending on the specificindustry. The ultimate goal is to evaluate whether thesefactors (historical ROE, EPS growth, long-term debt tocapital, etc.) support the premise that a business has aclear competitive advantage, a solid balance sheet, anda rational valuation. The investment strategy has beendeveloped and refined by Frank M. Sands, Sr., CFA,Chairman of Sands Capital, since his entry into theinvestment management industry over 40 years ago.Today, this same approach to investing is led by theChief Executive Officer and Chief Investment Officer,Frank M. Sands, Jr., CFA, who assumed these roles in2008, and a team of investment professionals allfocused exclusively on growth oriented investing.

INVESTMENT DECISION-MAKING PROCESS -The People Fundamental, bottom-up, company-focusedresearch is at the heart of Sands Capital’s investmentprocess. All research analyses and conclusions areinternally generated using a variety of internal andexternal data sources. At the core of the Sands Capitaldecision making process is an 8-member InvestmentTeam consisting of Frank M. Sands, Jr., CFA (CIO &CEO), Frank M. Sands, Sr., CFA (Chairman), and 6senior investment professionals representing the GlobalSector Heads: Thomas M. Ricketts, CFA, David E.Levanson, CFA, A. Michael Sramek, CFA, T. PerryWilliams, CFA, Sunil H. Thakor, CFA and John K.Freeman. This group is part of and supported by abroader 28-member Research Team that includes anadditional 11 research analysts and 9 researchassociates. In terms of implementation, investmentresearch originates at the Sector Team level. The 6covered sectors are: Health Care, Industrials &Communications, Energy, Consumer, FinancialServices, and Technology. Each of the Sector Teams iscomprised of the sector head plus 2-4 additionalResearch Team members with varying researchresponsibilities. This structure enables vital initial

06/05/2012 35 of 46



but it can be expected that an individual holding willgenerally represent less than 10% of the portfoliomarket value. Cash is a residual of the investmentprocess and is generally less than about 5% ofportfolios. Sands Capital does not try to time themarket and strongly believes that market timing doesnot work. Client portfolios remain fully invested at alltimes. Sands Capital has a long term investment timehorizon. This enables the firm to look beyondshort-term events and yesterday’s stock pricemovement and to focus on the key drivers of acompany’s long-term business fundamentals and itsability to generate sustainable above-average earningsgrowth over time. The average holding period forportfolio companies is over 5 years, which enablesSands Capital to effectively exploit investmentopportunities in which today’s negative news orsentiment may hurt a company’s stock price despite itshaving outstanding long-term business results andprospects. The average annual turnover rate over themore than 20 years since inception is approximately18%, with the typical range being 15-25% annually.The client’s dedicated portfolio management teaminvests the assets in the same names and atapproximately the same portfolio weights as the modelportfolio, unless restrictive client guidelines precludesuch allocations. When the firm’s buy/sell decisionsare made, the portfolio management team adjusts theportfolio to the composite’s new target design, againunless restrictive client guidelines do not permit suchallocations. Accordingly, Sands Capital’sfully-discretionary, tax-exempt accounts look nearlyidentical. The firm’s portfolio management andaccounting software is utilized by the portfoliomanagement team in continually monitoring andre-balancing each account to meet client investmentobjectives, to follow investment policy guidelines, andto consistently apply Sands Capital's high qualitygrowth investment philosophy across all accounts.


TEAM APPROACH

Mr. Frank M. Sands, Sr.Current Position: Chairman, Founder, 1992 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio ManagerProfessional Accreditation: CFAEducation Undergraduate: Dickinson College, BA

companies, the market, and the business prospects forthat particular company. The Sector Teams areresponsible for determining whether a company meetsall of the above criteria. Each investment case startswith an internal projection of the 3-5 year earningsgrowth rate. Key drivers of that growth are identified,and the rationale for sustainability is articulated. Inaddition to building a proprietary earnings model, theinvestment case also typically includes key metrics bywhich the company can be measured, any specific risksor unresolved issues relating to the company, as well asthe hypothetical “sell case” for the company. Theentire vetting process can last from several weeks toseveral months, during which additional questions areasked and answered (if possible), and additionalinformation is gathered. When all key issues have beenaddressed and resolved, and the business is deemed tosuccessfully meet the six key criteria, the case forpotential investment is presented to the InvestmentTeam. This additional layer of vetting results in morepointed and focused discussions on the merits of thebusiness. Ultimately, with consensus from theInvestment Team, the portfolio management decisionmaking team (comprised of three senior members ofthe Investment Team, Frank M. Sands Jr., CFA,Thomas M. Ricketts, CFA and T. Perry Williams,CFA) determines the execution decisions of initialweighting, timing and funding source and adjusts themodel portfolio. Portfolio managers then utilize thismodel portfolio to manage groups of similar portfoliosand insure that the holdings across Select Growthportfolios remain uniform.

PORTFOLIO CONSTRUCTION - Sands Capital seeksto place in client portfolios the leading 25 to 30companies in the most attractive growth industries.While only up to 30 companies are owned in clientportfolios, normally these companies participate inapproximately 50 unique and attractive businessspaces. The firm believes this business space metric ismore valuable and relevant than broadly definedsectors and thus risk is mitigated by owning the leadingand dominant businesses in a diversified array ofbusiness spaces. The portfolio’s sector allocations area residual effect of Sands Capital Management’sbottom-up, fundamental approach rather than dedicatedallocations to particular sectors. The six keyinvestment criteria do lead to a focus on key growthsectors: healthcare, technology, financial services,energy, and consumer discretionary. Sands Capitaldoes not have a maximum size weighting limitation,

06/05/2012 36 of 46



Phone: 703-562-4000email:Previous Position: 2000-2000Company: Mastrapasqua & AssociatesTitle: Research Analyst

Mr. David E. LevansonCurrent Position: Managing Dir.; Sr. PM, 2002 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio Manager; ResearchAnalystProfessional Accreditation: CFAEducation Undergraduate: University of Florida, BSEducation Graduate: University of Virginia, MBAYear Entered Industry: 1992Phone: 703-562-4000email:Previous Position: 2000-2002Company: MFS Investment ManagementTitle: Equity Research Analyst

Mr. T. Perry WilliamsCurrent Position: Sr. Analyst; Sr, PM, 2004 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio Manager; ResearchAnalystProfessional Accreditation: CFAEducation Undergraduate: University of Virginia, BSEducation Graduate: Northwestern University, MMYear Entered Industry: 1995Phone: 703-562-4000email:Previous Position: 1995-2004Company: Mercer Investment Consulting, Inc.Title: Consultant, Principal

Mr. John K. FreemanCurrent Position: Sr. Analyst; Sr. PM, 2006 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio Manager; ResearchAnalystProfessional Accreditation:Education Undergraduate: Harvard University, ABYear Entered Industry: 1998Phone: 703-562-4000

Education Graduate: University of Virginia, MBAYear Entered Industry: 1969Phone: 703-562-4000email:Previous Position: 1986-1992Company: Folger Nolan Fleming Douglas, Inc.Title: Chief Investment Officer

Mr. Thomas M. RickettsCurrent Position: Managing Dir.; Sr. PM, 1994 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio Manager; ResearchAnalystProfessional Accreditation: CFAEducation Undergraduate: University of Virginia, BSYear Entered Industry: 1994Phone: 703-562-4000email:Previous Position: -Company:Title:

Mr. Frank M. Sands, Jr.Current Position: CEO; CIO, 2000 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Chief Investment officerProfessional Accreditation: CFAEducation Undergraduate: Washington & LeeUniversity, BAEducation Graduate: University of Virginia, MBAYear Entered Industry: 1994Phone: 703-562-4000email:Previous Position: 1994-2000Company: Fayez Sarofim & Co.Title: Principal; Port. Manager

Mr. A. Michael SramekCurrent Position: Managing Dir.; Sr. PM, 2001 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio Manager; ResearchAnalystProfessional Accreditation: CFAEducation Undergraduate: Princeton University, ABEducation Graduate: Vanderbilt University, MBAYear Entered Industry: 1995

06/05/2012 37 of 46



Year Entered Industry: 2008Phone: 703-562-4000email:Previous Position: 2006-2007Company: Massachusetts Eye & Ear InfirmaryTitle: Scientist

Mr. Thomas H. TrentmanCurrent Position: Research Analyst; PM, 2005 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation: CFAEducation Undergraduate: Washington & LeeUniversity, BA, BSYear Entered Industry: 2005Phone: 703-562-4000email:Previous Position: -Company:Title:

Mr. Neil KansariCurrent Position: Rsearch Analyst, 2008 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation:Education Undergraduate: University of Mumbai, BEEducation Graduate: University of Virginia, MBAAdvanced Degree: University of Virginia, MSYear Entered Industry: 2004Phone: 703-562-4000email:Previous Position: 2007-2007Company: Bear Stearns & Co., Inc.Title: Equity Research

Mr. Ashraf A. HaqueCurrent Position: Research Analyst, 2008 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation:Education Undergraduate: Northwestern University,BAEducation Graduate: Harvard University, MBAYear Entered Industry: 2004Phone: 703-562-4000email:

email:Previous Position: 2003-2005Company: Precursor, Inc.Title: Senior Research Analyst

Mr. Sunil H. ThakorCurrent Position: Sr. Analyst; Sr. PM, 2006 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio Manager; ResearchAnalystProfessional Accreditation: CFAEducation Undergraduate: Colby College, BAEducation Graduate: Columbia University, MBAYear Entered Industry: 1999Phone: 703-562-4000email:Previous Position: 1999-2004Company: Charles River Associates, Inc.Title: Associate

Mr. Wesley A. JohnstonCurrent Position: Research Analyst; PM, 2004 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Equity Portfolio Manager; ResearchAnalystProfessional Accreditation: CFAEducation Undergraduate: University of Pennsylvania,BSYear Entered Industry: 2004Phone: 703-562-4000email:Previous Position: -Company:Title:

Mr. Michael P. RubinCurrent Position: Research Analyst; PM, 2008 -PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation: MDEducation Undergraduate: University of California LosAngeles, BSEducation Graduate: University of MassachusettsAmherst, MBAAdvanced Degree: University of Chicago, MD

06/05/2012 38 of 46



Current Position: Research Analyst, 2007 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation: CFAEducation Undergraduate: Washington & LeeUniversity, BSYear Entered Industry: 2007Phone: 703-562-4000email:Previous Position: -Company:Title:

Mr. Michael J. ClarkeCurrent Position: Research Analyst, 2011 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation:Education Undergraduate: University of Redlands, BAEducation Graduate: George Washington University,MBAYear Entered Industry: 2005Phone: 703-562-4000email:Previous Position: 2007-2011Company: FBR Capital MarketsTitle: Senior Associate

Mr. Barron B. Martin, Jr.Current Position: Research Analyst, 2008 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation:Education Undergraduate: Washington & LeeUniversity, BA, BSYear Entered Industry: 2008Phone: 703-562-4000email:Previous Position: -Company:Title:


SEPARATE ACCT: 0.75% on 1st $50MM; 0.50% allover $50MM; Min Acct Size: $25 million; Min Fee:$187,500.00

Previous Position: 2007-2008Company: Chesapeake PartnersTitle: Investment Analyst

Mr. Brian A. ChristiansenCurrent Position: Research Analyst, 2008 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation: CFAEducation Undergraduate: Yale University, BAEducation Graduate: Yale University, MBAYear Entered Industry: 2006Phone: 703-562-4000email:Previous Position: 2006-2008Company: Sands Capital Management, LLCTitle: Research Associate

Mr. Michael F. RaabCurrent Position: Research Analyst; PM, 2007 -PRESENTCurrent Firm: Sands Capital ManagementResponsibility: Research AnalystProfessional Accreditation: CFAEducation Undergraduate: University of Virginia, BAYear Entered Industry: 2006Phone: 703-562-4000email:Previous Position: 2006-2007Company: SNL FinancialTitle: Analyst

Mr. Matthew W. LunebergCurrent Position: Research Analyst, 2006 - PRESENTCurrent Firm: Sands Capital Management, LLCResponsibility: Research AnalystProfessional Accreditation: CFAEducation Undergraduate: Washington & LeeUniversity, BAYear Entered Industry: 2006Phone: 703-562-4000email:Previous Position: -Company:Title:

Mr. Davis M. Catlin

06/05/2012 39 of 46



MUTUAL FUND: Mutual fund information availablethrough Touchstone.


06/05/2012 40 of 46

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Com

poun

ding

will

sim

ilarl

y af

fect

the

acco

unt’

s pe

rfor

man

ce o

n a

cum

ulat

ive

basi

s. I

t sho

uld

also

be

note

d th

at w

here

yo

ur g

ross

ret

urns

are

com

pare

d to

an

inde

x, th

e in

dex

perf

orm

ance

als

o do

es n

ot

refl

ect a

ny tr

ansa

ctio

n co

sts

or m

anag

emen

t fee

s.

Som

e in

vest

men

t man

ager

s pr

esen

ted

in th

e st

rate

gies

may

hav

e in

divi

dual

pe

rfor

man

ce tr

ack

reco

rds

that

are

long

er th

an th

e pe

riod

sho

wn

in th

e re

port

. In

divi

dual

inve

stm

ent m

anag

ers’

per

form

ance

rec

ords

for

long

er ti

me

peri

ods,

if

appl

icab

le, a

re a

vaila

ble

thro

ugh

your

Fin

anci

al A

dvis

or. F

or c

ompl

ete

info

rmat

ion

rega

rdin

g th

ese

inve

stm

ent m

anag

ers,

thei

r fe

es a

nd p

erfo

rman

ce, c

onta

ct y

our

UB

SIC

Con

sulta

nt a

nd s

ee th

e m

anag

er’s

For

m A

DV

, Par

t II.

Impo

rtan

t In

form

atio

n R

egar

ding

Sim

ulat

ed P

erfo

rman

ce

The

str

ateg

y is

a n

ew s

trat

egy

and

does

not

hav

e a

trac

k re

cord

. The

per

form

ance

in

form

atio

n pr

esen

ted

is s

imul

ated

, bac

ktes

ted

and

was

cre

ated

by

appl

ying

the

sam

e in

vest

men

t per

spec

tives

and

qua

ntit

ativ

e an

alys

is o

f va

luat

ion,

qua

lity

and

sen

tim

ent

that

are

em

ploy

ed in

exi

stin

g st

rate

gies

man

aged

by

the

inve

stm

ent m

anag

er, t

houg

h di

ffer

ence

s ex

ist i

n po

rtfo

lio

cons

truc

tion

. Any

impr

ovem

ents

that

wer

e in

corp

orat

ed

into

the

curr

ent i

nves

tmen

t pro

cess

and

qua

ntita

tive

mod

els

wer

e as

sum

ed to

exi

st

for

the

enti

re s

imul

atio

n pe

riod

. Im

plem

enta

tion

of th

e li

ve s

trat

egy

vers

us th

e si

mul

ated

str

ateg

y w

ill b

e vi

rtua

lly id

enti

cal w

ith

the

exce

ptio

n of

intr

amon

th

trad

ing.

The

hyp

othe

tical

per

form

ance

res

ults

for

the

mod

el s

how

n re

flec

t the

in

vest

men

t ret

urns

that

an

inve

stor

mig

ht h

ave

achi

eved

by

inve

stin

g in

the

stra

tegy

fo

r th

e en

tire

peri

od in

dica

ted.

It a

ssum

es th

at, s

ince

ince

ptio

n, n

o ca

sh w

as a

dded

to

or a

sset

s w

ithdr

awn

from

the

acco

unt a

nd th

at a

ll di

vide

nds,

gai

ns a

nd o

ther

ea

rnin

gs in

the

acco

unt w

ere

rein

vest

ed. T

he s

imul

atio

n as

sum

ed o

nce

a m

onth

tr

adin

g bu

t tra

ding

for

the

live

str

ateg

y w

ill l

ikel

y oc

cur

mor

e fr

eque

ntly

. Ret

urns

ar

e si

mul

ated

for

the

enti

re p

erio

d an

d as

sum

e 1.

0% tr

ansa

ctio

n co

sts.

The

test

ing

met

hodo

logy

use

d bo

th in

tern

ally

and

Fac

tset

pro

vide

d da

ta a

nd a

pplic

atio

ns to

ge

nera

te s

imul

ated

his

tori

cal p

ortf

olio

s. T

he r

esul

ts s

how

n do

not

rep

rese

nt th

e re

sult

s of

act

ual t

radi

ng u

sing

clie

nt a

sset

s, b

ut w

ere

achi

eved

by

mea

ns o

f th

e

06/05/2012 41 of 46

retr

oact

ive

appl

icat

ion

of a

mod

el th

at w

as d

esig

ned

with

the

bene

fit o

f hi

ndsi

ght.

The

sim

ulat

ed p

erfo

rman

ce w

as c

ompi

led

afte

r th

e en

d of

the

peri

od d

epic

ted

and

does

not

rep

rese

nt th

e ac

tual

inve

stm

ent d

ecis

ions

of

the

advi

sor.

The

se r

esul

ts d

o no

t ref

lect

the

effe

ct o

f m

ater

ial e

cono

mic

and

mar

ket f

acto

rs o

n de

cisi

on-m

akin

g.

As

a re

sult,

ther

e is

no

reas

on to

bel

ieve

that

you

r po

rtfo

lio

wil

l per

form

in a

sim

ilar

m

anne

r or

that

the

inve

stm

ent m

anag

er w

ould

hav

e m

ade

the

sam

e in

vest

men

t re

com

men

datio

ns o

r ac

hiev

ed th

e sa

me

leve

l of

perf

orm

ance

if it

had

bee

n m

anag

ing

the

stra

tegy

for

the

entir

e pe

riod

for

act

ual c

lient

s an

d ch

argi

ng f

ees

for

the

advi

ce, w

ith th

e kn

owle

dge

that

clie

nts

wou

ld r

ely

on th

e ad

vice

and

in li

ght o

f th

en-c

urre

nt m

arke

t con

ditio

ns. T

he s

trat

egy

did

not e

xist

dur

ing

the

peri

od

pres

ente

d. I

n ad

diti

on, i

f in

vest

ors

had

actu

ally

inve

sted

bas

ed o

n th

e st

rate

gy, t

heir

re

sults

wou

ld h

ave

diff

ered

fro

m th

ose

show

n be

caus

e of

dif

fere

nces

in th

e tim

ing

and

amou

nts

of th

eir

inve

stm

ents

. Pas

t per

form

ance

is n

ever

an

indi

cato

r of

fut

ure

resu

lts.

Inde

x In

form

atio

n

An

actu

al in

vest

men

t in

the

secu

riti

es in

clud

ed in

the

inde

x w

ould

req

uire

an

inve

stor

to in

cur

tran

sact

ion

cost

s, w

hich

wou

ld lo

wer

the

perf

orm

ance

res

ults

. Pl

ease

kee

p in

min

d th

at in

dex

info

rmat

ion

is f

or il

lust

rativ

e pu

rpos

es a

nd r

elat

es to

hi

stor

ical

per

form

ance

of

mar

ket i

ndex

es a

nd n

ot th

e pe

rfor

man

ce o

f ac

tual

st

rate

gies

or

man

ager

s pr

esen

ted.

The

pas

t per

form

ance

of

the

inde

xes

is n

ot a

gu

aran

tee

of f

utur

e re

sults

bec

ause

eac

h in

dex

refl

ects

an

unm

anag

ed u

nive

rse

of

secu

ritie

s an

d do

es n

ot in

clud

e an

y de

duct

ion

for

advi

sory

fee

s or

oth

er e

xpen

ses

that

wou

ld r

educ

e ac

tual

ret

urns

. The

per

form

ance

sho

wn

shou

ld n

ot b

e co

nsid

ered

in

dica

tive

of th

e pe

rfor

man

ce o

f an

act

ivel

y m

anag

ed p

ortf

olio

for

the

sam

e tim

e pe

riod

. Mos

t man

ager

s ar

e no

t res

tric

ted

to in

vest

men

t in

the

sam

e se

curi

ties

or

secu

rity

wei

ghtin

gs a

s th

e co

rres

pond

ing

inde

xes,

so

perf

orm

ance

will

var

y. F

inal

ly,

the

perf

orm

ance

of

the

inde

xes

refl

ects

the

rein

vest

men

t of

all i

ncom

e an

d di

vide

nds.

A d

escr

iptio

n of

eac

h in

dex

can

be f

ound

in th

e D

efin

ition

s se

ctio

n at

the

end

of th

is r

epor

t.

Rec

omm

ende

d St

rate

gies

The

Man

ager

Rec

omm

enda

tion

s in

clud

ed in

this

Rep

ort a

re li

mite

d to

thos

e m

anag

ers

and

stra

tegi

es in

our

AC

CE

SS, M

AC

Res

earc

hed,

and

UB

SIC

Rev

iew

ed

prog

ram

s. W

hile

the

due

dilig

ence

pro

cess

enc

ompa

sses

man

ager

s in

eac

h pr

ogra

m,

the

freq

uenc

y an

d de

pth

of o

ur d

ue d

ilig

ence

rev

iew

s va

ries

dep

endi

ng o

n w

hich

pr

ogra

m th

e m

anag

er p

artic

ipat

es in

. The

leve

l of

due

dili

genc

e en

com

pass

es a

qu

anti

tati

ve r

evie

w o

f co

mpo

site

and

act

ual p

erfo

rman

ce d

ata

and

port

foli

o an

alyt

ics

(inc

ludi

ng r

espo

nses

to a

det

aile

d qu

estio

nnai

re)

and

may

als

o in

clud

e on

-site

vis

its

by o

ne o

r m

ore

of o

ur I

nves

tmen

t Man

ager

Res

earc

h A

naly

sts

to e

ach

man

ager

. For

A

CC

ESS

man

ager

s, o

n-si

te v

isits

occ

ur o

n av

erag

e at

leas

t onc

e ev

ery

12 m

onth

s.

On-

site

vis

its to

MA

C R

esea

rche

d m

anag

ers

occu

r on

ave

rage

at l

east

eve

ry 2

yea

rs.

UB

SIC

Rev

iew

ed m

anag

ers

are

subj

ect t

o in

-dep

th r

evie

w o

n av

erag

e at

leas

t eve

ry

2 ye

ars,

but

no

on-s

ite v

isits

are

con

duct

ed.

The

eva

luat

ion

crite

ria

cove

red

in o

n-

site

vis

its

are

the

sam

e fo

r m

anag

ers

in b

oth

prog

ram

s. I

n ad

ditio

n, f

or A

CC

ESS

m

anag

ers,

a d

etai

led

revi

ew o

f po

rtfo

lio p

erfo

rman

ce a

nd a

ttrib

utio

n is

per

form

ed o

n a

quar

terl

y ba

sis

to e

nsur

e th

at p

ortf

olio

s co

ntin

ue to

be

inve

sted

con

sist

ent w

ith th

e m

anag

er’s

sta

ted

inve

stm

ent s

tyle

. Por

tfol

io a

ttri

buti

on a

naly

sis

is p

erfo

rmed

pri

or

to o

n-si

te v

isits

and

may

be

done

dur

ing

peri

ods

of p

oor

rela

tive

perf

orm

ance

, but

is

not s

yste

mat

ical

ly p

erfo

rmed

on

a qu

arte

rly

basi

s. T

he s

trat

egie

s pr

esen

ted

are

hypo

thet

ical

por

tfol

ios,

and

hav

e no

t bee

n tr

acke

d by

U

BS

Fina

ncia

l Ser

vice

s. T

hey

wer

e cr

eate

d as

of

the

date

of

this

rep

ort w

ith

the

bene

fit o

f hi

ndsi

ght.

The

pas

t per

form

ance

of

each

rec

omm

ende

d in

vest

men

t m

anag

er w

as k

now

n to

UB

S Fi

nanc

ial S

ervi

ces

whe

n it

deve

lope

d th

e st

rate

gies

and

w

as a

key

fac

tor

in th

e Fi

rm’s

dec

isio

n to

incl

ude

each

inve

stm

ent m

anag

er in

a

reco

mm

ende

d st

rate

gy. T

here

is n

o re

ason

to b

elie

ve th

at U

BS

Fina

ncia

l Ser

vice

s w

ould

hav

e be

en a

ble

to d

evel

op th

is s

ame

stra

tegy

with

out k

now

ing

in a

dvan

ce

how

the

reco

mm

ende

d in

vest

men

t man

ager

s an

d th

e m

arke

ts w

ould

per

form

, and

th

ese

resu

lts

are

not a

n in

dica

tor

that

UB

S Fi

nanc

ial S

ervi

ces

wil

l be

able

to d

o so

in

the

futu

re.

The

pas

t per

form

ance

res

ults

for

the

reco

mm

ende

d st

rate

gy a

re h

ypot

hetic

al. T

hey

refl

ect t

he th

eore

tica

l inv

estm

ent r

etur

ns th

at a

n in

vest

or m

ight

hav

e ac

hiev

ed b

y in

vest

ing

the

amou

nt a

nd o

n th

e da

tes

indi

cate

d on

the

inve

stm

ent p

rofi

le s

ectio

n of

th

is r

epor

t, an

d by

fol

low

ing

the

reco

mm

enda

tion

for

initi

ally

allo

cati

ng, a

nd th

en

real

loca

ting

from

tim

e to

tim

e, th

e ac

coun

t’s

asse

ts a

mon

g th

e di

ffer

ent

reco

mm

ende

d in

vest

men

t man

ager

s. I

t ass

umes

that

, aft

er e

stab

lish

ing

the

acco

unt,

the

inve

stor

wou

ld n

ot h

ave

adde

d an

y ca

sh to

or

wit

hdra

wn

asse

ts f

rom

the

acco

unt

and

that

all

divi

dend

s, g

ains

and

oth

er e

arni

ngs

in th

e ac

coun

t wou

ld h

ave

been

re

inve

sted

in a

ccor

danc

e w

ith

the

Firm

’s r

ecom

men

datio

ns. T

he r

ecom

men

ded

stra

tegy

in th

is f

orm

at m

ay n

ot h

ave

exis

ted

as o

f th

e da

tes

for

whi

ch p

erfo

rman

ce is

sh

own.

In

addi

tion,

som

e of

the

inve

stm

ent m

anag

ers

reco

mm

ende

d m

ay n

ot h

ave

been

par

t of

any

UB

S Fi

nanc

ial S

ervi

ces

spon

sore

d pr

ogra

m a

t tha

t tim

e. A

ctua

l as

sets

of

actu

al c

lien

ts m

ay n

ot h

ave

been

inve

sted

in a

ccor

danc

e w

ith

thes

e st

rate

gies

dur

ing

the

time

peri

ods

show

n.

Past

per

form

ance

can

nev

er g

uara

ntee

fut

ure

resu

lts.

Ass

ets

Hel

d at

Oth

er F

inan

cial

Ins

titu

tion

s

At y

our

dire

ctio

n, w

e m

ay a

lso

have

con

side

red

asse

ts th

at y

ou h

old

at o

ther

fi

nanc

ial i

nstit

utio

ns. I

nfor

mat

ion

abou

t the

se a

sset

s is

bas

ed s

olel

y on

the

info

rmat

ion

you

have

pro

vide

d to

us.

We

have

not

ver

ifie

d, a

nd a

re n

ot r

espo

nsib

le

for,

the

accu

racy

or

com

plet

enes

s of

this

info

rmat

ion.

You

hav

e pr

ovid

ed th

e na

mes

of

inve

stm

ent m

anag

ers

man

agin

g yo

ur a

sset

s at

oth

er

fina

ncia

l ins

titut

ions

. Thi

s re

port

pro

vide

s pe

rfor

man

ce in

form

atio

n de

rive

d fr

om a

th

ird

part

y da

taba

se, w

hich

is b

elie

ved

to b

e re

liabl

e, b

ut w

hich

UB

S Fi

nanc

ial

Serv

ices

has

not

ver

ifie

d. T

he m

anag

ers

liste

d ar

e in

com

para

tive

por

tfol

ios

and

are

for

illus

trat

ive

purp

oses

. You

may

not

hav

e re

ceiv

ed th

e pe

rfor

man

ce r

etur

ns

06/05/2012 42 of 46

pres

ente

d he

re b

ecau

se th

ey a

re g

ross

of

any

man

agem

ent f

ees

and

othe

r ch

arge

s th

at h

ave

been

ass

esse

d to

you

r ac

coun

t. T

here

fore

, any

eva

luat

ion

or a

naly

sis

prov

ided

in th

is r

epor

t reg

ardi

ng s

epar

ate

acco

unt m

anag

ers,

whi

ch in

clud

es a

sset

s

Plea

se n

ote

that

any

dis

crep

anci

es b

etw

een

the

info

rmat

ion

you

prov

ided

and

the

actu

al v

alue

of

thos

e as

sets

at t

he ti

me

you

choo

se to

impl

emen

t the

str

ateg

y m

ay

also

aff

ect t

he o

utco

me

of th

e as

set a

lloc

atio

n st

rate

gy w

e di

scus

s w

ith

you.

As

such

, th

e re

sult

s m

ay d

iffe

r fr

om a

ny il

lust

ratio

ns s

how

n on

this

rep

ort.

Tax

es I

mpl

emen

ting

any

str

ateg

y pr

esen

ted,

incl

udin

g ch

angi

ng a

ny s

trat

egy

may

re

sult

in in

curr

ing

gain

s or

loss

es f

or in

com

e ta

x pu

rpos

es. U

BS

Fina

ncia

l Ser

vice

s do

es n

ot p

rovi

de ta

x ad

vice

. We

reco

mm

end

that

you

eva

luat

e th

is r

epor

t with

you

r le

gal a

nd/o

r ta

x ad

viso

r be

fore

taki

ng a

ny a

ctio

n be

caus

e of

the

sign

ific

ance

and

co

mpl

exity

of

tax

cons

ider

atio

ns.

Per

iodi

c R

evie

ws

Sinc

e th

is r

epor

t is

base

d on

info

rmat

ion

prov

ided

as

of th

e da

te

indi

cate

d on

the

cove

r, a

ssum

ptio

ns a

nd e

stim

ates

may

cha

nge.

For

this

rea

son,

with

yo

ur F

inan

cial

Adv

isor

, you

sho

uld

peri

odic

ally

rev

isit

your

cur

rent

fin

anci

al

situ

atio

n, y

our

curr

ent s

trat

egy,

and

the

assu

mpt

ions

it c

onta

ins.

06/05/2012 43 of 46

Def

init

ions

G

ener

al D

efin

itio

ns

Alp

ha –

A m

easu

re o

f th

e di

ffer

ence

bet

wee

n a

fund

’s a

ctua

l ret

urns

and

its

expe

cted

per

form

ance

, giv

en it

s le

vel o

f ri

sk a

s m

easu

red

by b

eta.

A p

osit

ive

alph

a fi

gure

indi

cate

s th

e fu

nd h

as p

erfo

rmed

bet

ter

than

its

beta

wou

ld p

redi

ct. I

n co

ntra

st, a

neg

ativ

e al

pha

indi

cate

s th

e fu

nd’s

und

erpe

rfor

man

ce, g

iven

the

expe

ctat

ions

est

ablis

hed

by th

e fu

nd’s

bet

a. A

ll M

PT s

tati

stic

s (a

lpha

, bet

a, a

nd R

-sq

uare

d) a

re b

ased

on

a le

ast-

squa

red

regr

essi

on o

f th

e fu

nd’s

ret

urn

over

Tre

asur

y bi

lls.

Bet

a –

A m

easu

re o

f a

fund

’s s

ensi

tivi

ty to

mar

ket m

ovem

ents

. The

bet

a of

the

mar

ket i

s 1.

00 b

y de

fini

tion.

Mor

ning

star

cal

cula

tes

beta

by

com

pari

ng a

fun

d’s

exce

ss r

etur

n ov

er T

-bil

ls to

the

mar

ket’

s ex

cess

ret

urn

over

T-b

ills,

so

a be

ta o

f 1.

10

show

s th

at th

e fu

nd h

as p

erfo

rmed

10%

bet

ter

than

its

benc

hmar

k in

dex

in u

p m

arke

ts a

nd 1

0% w

orse

in d

own

mar

kets

, ass

umin

g al

l oth

er f

acto

rs r

emai

n co

nsta

nt. C

onve

rsel

y, a

bet

a of

0.8

5 in

dica

tes

that

the

fund

’s e

xces

s re

turn

is

expe

cted

to p

erfo

rm 1

5% w

orse

than

the

mar

ket’

s ex

cess

ret

urn

duri

ng u

p m

arke

ts

and

15%

bet

ter

duri

ng d

own

mar

kets

.

Ble

nd –

A B

lend

is s

ever

al m

anag

ers

allo

cate

d to

per

cent

ages

of

a w

hole

. The

pe

rfor

man

ce o

f th

e m

anag

ers

is w

eigh

ted

to c

reat

e th

e bl

ende

d pe

rfor

man

ce.

Dow

nsid

e R

isk

– D

owns

ide

Ris

k, o

r Se

mi-

vari

ance

is th

e st

anda

rd d

evia

tion

(se

e St

anda

rd D

evia

tion)

of

the

port

folio

’s n

egat

ive

retu

rns.

Man

y co

nsul

tant

s fi

nd th

e st

atis

tic e

xtre

mel

y us

eful

sin

ce it

mea

sure

s vo

latil

ity in

und

esir

able

situ

atio

ns. T

he

high

er th

e va

lue,

the

grea

ter

the

hist

oric

al D

owns

ide

Ris

k.

Dow

n M

arke

t Cap

ture

Rat

io –

A m

easu

re o

f m

anag

ers’

per

form

ance

in d

own

mar

kets

rel

ativ

e to

the

mar

ket i

tsel

f. A

dow

n m

arke

t is

one

in w

hich

the

mar

ket’

s qu

arte

rly

retu

rn is

less

than

zer

o. T

he lo

wer

the

man

ager

’s d

own-

mar

ket c

aptu

re

rati

o, th

e be

tter

the

man

ager

pro

tect

ed c

apita

l dur

ing

a m

arke

t dec

line

. A v

alue

of

90

sugg

ests

that

a m

anag

er’s

loss

es w

ere

90%

of

the

mar

ket l

oss

whe

n th

e m

arke

t was

do

wn.

Info

rmat

ion

Rat

io –

The

rat

io o

f an

nual

ized

exp

ecte

d re

sidu

al r

etur

n to

res

idua

l ri

sk. T

o ca

lcul

ate

the

IR th

e ac

tive

retu

rn a

nd tr

acki

ng e

rror

mus

t be

annu

aliz

ed.

R-S

quar

ed –

Ref

lect

s th

e pe

rcen

tage

of

a st

rate

gy’s

mov

emen

ts th

at c

an b

e ex

plai

ned

by m

ovem

ents

in it

s be

nchm

ark

inde

x. A

n R

-squ

ared

of

100

indi

cate

s th

at

all m

ovem

ents

of

a fu

nd c

an b

e ex

plai

ned

by m

ovem

ents

in th

e in

dex.

Thu

s,

port

folio

s in

vest

ed in

S&

P 50

0 st

ocks

will

typi

cally

hav

e an

R-s

quar

ed c

lose

to 1

00.

Con

vers

ely,

a lo

w R

-squ

ared

indi

cate

s th

at v

ery

few

of

the

fund

’s m

ovem

ents

can

be

expl

aine

d by

mov

emen

ts in

its

benc

hmar

k in

dex.

An

R-s

quar

ed m

easu

re o

f 35

, for

ex

ampl

e, m

eans

that

mov

emen

ts in

the

benc

hmar

k in

dex

can

expl

ain

only

35%

of

the

port

folio

’s m

ovem

ents

.

Shar

pe-R

atio

– A

ris

k-ad

just

ed m

easu

re d

evel

oped

by

Nob

el L

aure

ate

Will

iam

Sh

arpe

. It i

s ca

lcul

ated

by

usin

g st

anda

rd d

evia

tion

and

exce

ss r

etur

n to

det

erm

ine

rew

ard

per

unit

of r

isk.

The

hig

her

the

Shar

pe R

atio

, the

bet

ter

the

port

folio

’s

hist

oric

al r

isk-

adju

sted

per

form

ance

is. T

he S

harp

e R

atio

is c

alcu

late

d fo

r th

e pa

st

36-m

onth

per

iod

by d

ivid

ing

a po

rtfo

lio’s

ann

ualiz

ed e

xces

s re

turn

s by

its

annu

aliz

ed s

tand

ard

devi

atio

n. S

ince

this

rat

io u

ses

stan

dard

dev

iatio

n as

its

risk

m

easu

re, i

t is

mos

t app

ropr

iate

ly a

pplie

d w

hen

anal

yzin

g a

port

folio

that

is a

n in

vest

or’s

sol

e ho

ldin

g. T

he S

harp

e R

atio

can

be

used

to c

ompa

re tw

o po

rtfo

lios

dire

ctly

on

how

muc

h ri

sk a

fun

d ha

s to

bea

r to

ear

n ex

cess

ret

urn

over

the

risk

-fre

e ra

te.

Stan

dard

Dev

iati

on –

A m

easu

re o

f ri

sk. A

sta

tisti

cal m

easu

rem

ent o

f di

sper

sion

ab

out a

n av

erag

e, w

hich

, for

a p

ortf

olio

, dep

icts

how

wid

ely

the

retu

rns

vari

ed o

ver

a ce

rtai

n pe

riod

of

time.

Inv

esto

rs u

se th

e st

anda

rd d

evia

tion

of h

isto

rica

l pe

rfor

man

ce to

try

to p

redi

ct th

e ra

nge

of r

etur

ns th

at a

re m

ost l

ikel

y fo

r a

give

n po

rtfo

lio. W

hen

a po

rtfo

lio h

as a

hig

h st

anda

rd d

evia

tion,

the

pred

icte

d ra

nge

of

perf

orm

ance

is w

ide,

impl

ying

gre

ater

ris

k an

d vo

latil

ity.

Tra

ckin

g E

rror

– M

easu

res

the

dive

rgen

ce b

etw

een

the

pric

e be

havi

or o

f a

port

folio

to th

e pr

ice

beha

vior

of

a be

nchm

ark.

Up

Mar

ket

Cap

ture

Rat

io –

Up-

mar

ket c

aptu

re r

atio

is a

mea

sure

of

man

ager

s’

perf

orm

ance

in u

p m

arke

ts r

elat

ive

to th

e m

arke

t its

elf.

An

up m

arke

t is

one

in

whi

ch th

e m

arke

t’s

quar

terl

y re

turn

is g

reat

er th

an o

r eq

ual t

o ze

ro. T

he h

ighe

r th

e m

anag

er’s

up-

mar

ket c

aptu

re r

atio

, the

bet

ter

the

man

ager

cap

italiz

ed o

n a

risi

ng

mar

ket.

For

exam

ple,

a v

alue

of

110

sugg

ests

that

the

man

ager

cap

ture

d 11

0% o

f th

e up

mar

ket (

perf

orm

ed te

n pe

rcen

t bet

ter

than

the

mar

ket)

whe

n th

e m

arke

t was

up.

06/05/2012 44 of 46

Inde

x D

efin

itio

ns

Fir

st B

osto

n C

onve

rtib

le S

ecur

itie

s (F

BC

B) T

his

is a

per

form

ance

ben

chm

ark

for

conv

ertib

le a

ccou

nts.

Thi

s in

dex

gene

rally

incl

udes

250

to 3

00 is

sues

. To

be

incl

uded

, con

vert

ible

bon

ds a

nd p

refe

rred

s m

ust b

e ra

ted

B-

or b

ette

r by

Sta

ndar

d &

Po

or’s

(qu

ality

-rel

ated

adj

ustm

ents

are

mad

e at

the

end

of e

ach

cale

ndar

yea

r),

conv

ertib

les

mus

t hav

e a

min

imum

issu

e si

ze o

f $5

0 m

illio

n (n

ew is

sues

are

add

ed

in th

e m

onth

fol

low

ing

thei

r is

suan

ce),

and

pre

ferr

eds

mus

t hav

e a

min

imum

of

500,

000

shar

es o

utst

andi

ng. E

urob

onds

are

als

o in

clud

ed if

they

are

issu

ed b

y U

S-do

mic

iled

com

pani

es, r

ated

B-

or h

ighe

r by

Sta

ndar

d &

Poo

r’s,

and

hav

e an

issu

e si

ze g

reat

er th

an $

100

mill

ion.

Bar

clay

s C

apit

al A

ggre

gate

Bon

d In

dex

(BC

AG

) C

ompo

sed

of s

ecur

ities

fro

m

Bar

clay

s C

apita

l Bro

ther

s go

vern

men

t/cor

pora

te b

ond

inde

x, m

ortg

age-

back

ed

secu

ritie

s in

dex,

and

the

asse

t-ba

cked

sec

uriti

es in

dex.

Tot

al r

etur

n co

mpr

ises

pri

ce

appr

ecia

tion/

depr

ecia

tion

and

inco

me

as a

per

cent

age

of th

e or

igin

al in

vest

men

t. In

dexe

s ar

e re

bala

nced

mon

thly

by

mar

ket c

apita

liza

tion

.

Bar

clay

s C

apit

al C

orpo

rate

Int

(B

CIC

) A

sub

set o

f th

e B

arcl

ays

Cap

ital

Cor

pora

te B

ond

Inde

x co

veri

ng a

ll co

rpor

ate,

pub

licly

issu

ed, f

ixed

-rat

e,

nonc

onve

rtib

le U

S de

bt is

sues

rat

ed a

t lea

st B

aa w

ith a

t lea

st $

50 m

illio

n pr

inci

pal

outs

tand

ing

and

mat

urity

less

than

10

year

s.

Bar

clay

s C

apit

al C

orpo

rate

Lon

g T

erm

(B

CL

TC

) A

sub

set o

f th

e B

arcl

ays

Cap

ital C

orpo

rate

Bon

d In

dex

cove

ring

all

corp

orat

e, p

ublic

ly is

sued

, fix

ed-r

ate,

no

ncon

vert

ible

US

debt

issu

es r

ated

at l

east

Baa

with

at l

east

$50

mill

ion

prin

cipa

l ou

tsta

ndin

g an

d m

atur

ity g

reat

er th

an 1

0 ye

ars.

Bar

clay

s C

apit

al G

over

nmen

t C

orpo

rate

Bon

d In

dex

(BC

GC

) C

ompo

sed

of a

ll bo

nds

that

are

inve

stm

ent g

rade

(ra

ted

Baa

or

high

er b

y M

oody

’s o

r B

BB

or

high

est

by S

&P,

if u

nrat

ed b

y M

oody

’s).

Iss

ues

mus

t hav

e at

leas

t one

yea

r to

mat

urity

. T

otal

ret

urn

com

pris

es p

rice

app

reci

atio

n/de

prec

iati

on a

nd in

com

e as

a p

erce

ntag

e of

the

orig

inal

inve

stm

ent.

Inde

xes

are

reba

lanc

ed m

onth

ly b

y m

arke

t cap

itali

zati

on.

Bar

clay

s C

apit

al G

over

nmen

t/C

orpo

rate

Int

(B

CIG

C)

Com

pose

d of

all

bond

s co

vere

d by

the

Bar

clay

s C

apita

l Gov

ernm

ent/C

orpo

rate

Bon

d In

dex

with

mat

uriti

es

betw

een

one

and

9.99

yea

rs. T

otal

ret

urn

com

pris

es p

rice

app

reci

atio

n/de

prec

iatio

n an

d in

com

e as

a p

erce

ntag

e of

the

orig

inal

inve

stm

ent.

Inde

xes

are

reba

lanc

ed

mon

thly

by

mar

ket c

apita

lizat

ion.

Bar

clay

s C

apit

al G

over

nmen

t/C

orpo

rate

Lon

g T

erm

(B

CL

TG

C)

Com

pose

d of

al

l bon

ds c

over

ed b

y th

e B

arcl

ays

Cap

ital G

over

nmen

t/Cor

pora

te B

ond

Inde

x w

ith

mat

urit

ies

of 1

0 ye

ars

or g

reat

er. T

otal

ret

urn

com

pris

es p

rice

ap

prec

iatio

n/de

prec

iati

on a

nd in

com

e as

a p

erce

ntag

e of

the

orig

inal

inve

stm

ent.

Inde

xes

are

reba

lanc

ed m

onth

ly b

y m

arke

t cap

itali

zati

on.

Bar

clay

s C

apit

al M

ortg

age

Bac

ked

(BC

MB

S) C

ompo

sed

of a

ll fi

xed-

rate

, se

curi

tized

mor

tgag

e po

ols

by G

NM

A, F

NM

A, a

nd F

HL

MC

, inc

ludi

ng G

NM

A

grad

uate

d pa

ymen

t mor

tgag

es. T

he m

inim

um p

rinc

ipal

am

ount

req

uire

d fo

r in

clus

ion

is $

50 m

illi

on. T

otal

ret

urn

com

pris

es p

rice

app

reci

atio

n/de

prec

iatio

n an

d in

com

e as

a p

erce

ntag

e of

the

orig

inal

inve

stm

ent.

Inde

xes

are

reba

lanc

ed m

onth

ly

by m

arke

t cap

itali

zati

on.

Bar

clay

s C

apit

al M

unic

ipal

Bon

d (B

CM

) C

ompu

ted

twic

e m

onth

ly f

rom

pri

ces

on a

ppro

xim

atel

y 1,

100

bond

s. P

rice

s ar

e su

pplie

d by

Ken

ny I

nfor

mat

ion

Syst

ems,

In

c. T

he in

dex

is c

ompo

sed

of a

ppro

xim

atel

y 60

% r

even

ue b

onds

and

40%

sta

te

gove

rnm

ent o

blig

atio

ns.

Bar

clay

s C

apit

al M

unic

ipal

5 Y

ear

(BC

MB

) A

sub

set o

f th

e B

arcl

ays

Cap

ital

Mun

icip

al B

ond

Inde

x w

here

the

aver

age

mat

urit

y of

the

bond

s ar

e fi

ve y

ears

.

MSC

I (E

AF

E)

An

arit

hmet

ic, m

arke

t val

ue-w

eigh

ted

aver

age

of th

e pe

rfor

man

ce o

f ov

er 9

00 s

ecur

ities

list

ed o

n th

e st

ock

exch

ange

s of

the

follo

win

g co

untr

ies

in

Eur

ope,

Aus

tral

ia a

nd th

e Fa

r E

ast:

Aus

tral

ia, H

ong

Kon

g, N

orw

ay, A

ustr

ia, I

rela

nd,

Sing

apor

e, B

elgi

um, I

taly

, Spa

in, D

enm

ark,

Jap

an, S

wed

en, F

inla

nd, M

alay

sia,

Sw

itzer

land

, Fra

nce,

Net

herl

ands

, Uni

ted

Kin

gdom

, Ger

man

y, N

ew Z

eala

nd.

MSC

I E

mer

ging

Mar

kets

(E

MF

) T

he M

SCI

Em

ergi

ng M

arke

ts (

EM

F) is

a f

ree

floa

t-ad

just

ed m

arke

t cap

italiz

atio

n in

dex

that

is d

esig

ned

to m

easu

re e

quity

mar

ket

perf

orm

ance

in th

e gl

obal

em

ergi

ng m

arke

ts. A

s of

Apr

il 20

02 th

e M

SCI

EM

F In

dex

cons

iste

d of

the

follo

win

g 26

em

ergi

ng m

arke

t cou

ntry

inde

xes:

Arg

entin

a,

Bra

zil,

Chi

le, C

hina

, Col

ombi

a, C

zech

Rep

ublic

, Egy

pt, H

unga

ry, I

ndia

, Ind

ones

ia,

Isra

el, J

orda

n, K

orea

, Mal

aysi

a, M

exic

o, M

oroc

co, P

akis

tan,

Per

u, P

hilip

pine

s,

Pola

nd, R

ussi

a, S

outh

Afr

ica,

Tai

wan

, Tha

iland

, Tur

key

and

Ven

ezue

la.

MSC

I W

orld

S/B

Net

(M

SCIW

) T

he M

SCI

Wor

ld I

ndex

is a

fre

e fl

oat-

adju

sted

m

arke

t cap

italiz

atio

n in

dex

that

is d

esig

ned

to m

easu

re g

loba

l dev

elop

ed m

arke

t eq

uity

per

form

ance

. As

of A

pril

2002

the

MSC

I W

orld

Ind

ex c

onsi

sted

of

the

follo

win

g 23

dev

elop

ed m

arke

t cou

ntry

inde

xes:

Aus

tral

ia, A

ustr

ia, B

elgi

um,

Can

ada,

Den

mar

k, F

inla

nd, F

ranc

e, G

erm

any,

Gre

ece,

Hon

g K

ong,

Ire

land

, Ita

ly,

Japa

n, N

ethe

rlan

ds, N

ew Z

eala

nd, N

orw

ay, P

ortu

gal,

Sing

apor

e, S

pain

, Sw

eden

, Sw

itzer

land

, the

Uni

ted

Kin

gdom

and

the

Uni

ted

Stat

es.

S&P

500

(SW

PI)

Cov

ers

500

indu

stri

al, u

tility

, tra

nspo

rtat

ion,

and

fin

anci

al

com

pani

es o

f th

e U

S m

arke

ts (

mos

tly N

YSE

issu

es).

The

inde

x re

pres

ents

abo

ut

75%

of

NY

SE m

arke

t cap

italiz

atio

n an

d 30

% o

f N

YSE

issu

es. I

t is

a ca

pita

liza

tion

-w

eigh

ted

inde

x ca

lcul

ated

on

a to

tal r

etur

n ba

sis

with

div

iden

ds r

einv

este

d.

Rus

sell

1000

(R

1000

) C

onsi

sts

of th

e 1,

000

larg

est s

ecur

ities

in th

e R

usse

ll 30

00

inde

x. T

his

larg

e ca

p (m

arke

t-or

ient

ed)

inde

x re

pres

ents

the

univ

erse

of

stoc

ks f

rom

w

hich

mos

t act

ive

mon

ey m

anag

ers

typi

cally

sel

ect.

The

Rus

sell

1000

is h

ighl

y co

rrel

ated

with

the

S&P

500

inde

x.

06/05/2012 45 of 46

Rus

sell

1000

Gro

wth

(R

1000

G) C

onta

ins

thos

e R

usse

ll 10

00 s

ecur

ities

with

a

grea

ter-

than

-ave

rage

gro

wth

ori

enta

tion.

Sec

uriti

es in

this

inde

x te

nd to

exh

ibit

high

er p

rice

-to-

book

and

pri

ce-e

arni

ngs

ratio

s, lo

wer

div

iden

d yi

elds

and

hig

her

fore

cast

ed g

row

th v

alue

s th

an th

e va

lue

univ

erse

.

Rus

sell

1000

Val

ue (

R10

00V

) C

onta

ins

thos

e R

usse

ll 10

00 s

ecur

ities

with

a le

ss-

than

-ave

rage

gro

wth

ori

enta

tion.

It r

epre

sent

s th

e un

iver

se o

f st

ocks

fro

m w

hich

va

lue

man

ager

s ty

pica

lly s

elec

t. Se

curi

ties

in th

is in

dex

tend

to e

xhib

it lo

w p

rice

-to-

book

and

pri

ce-e

arni

ngs

ratio

s, h

ighe

r di

vide

nd y

ield

s an

d lo

wer

for

ecas

ted

grow

th

valu

es th

an th

e gr

owth

uni

vers

e.

Rus

sell

2000

(R

2000

) C

onsi

sts

of th

e sm

alle

st 2

,000

sec

uriti

es in

the

Rus

sell

3000

in

dex,

rep

rese

ntin

g ap

prox

imat

ely

11%

of

the

Rus

sell

3000

tota

l mar

ket

capi

taliz

atio

n. T

his

inde

x is

wid

ely

rega

rded

in th

e in

dust

ry a

s th

e pr

emie

r m

easu

re

of s

mal

l cap

sto

cks.

Rus

sell

2000

Gro

wth

(R

2000

G) C

onta

ins

thos

e R

usse

ll 20

00 s

ecur

ities

with

a

grea

ter-

than

-ave

rage

gro

wth

ori

enta

tion.

Sec

uriti

es in

this

inde

x te

nd to

exh

ibit

high

er p

rice

-to-

book

and

pri

ce-e

arni

ngs

ratio

s, lo

wer

div

iden

d yi

elds

and

hig

her

fore

cast

ed g

row

th v

alue

s th

an th

e va

lue

univ

erse

.

Rus

sell

2000

Val

ue (

R20

00V

) C

onta

ins

thos

e R

usse

ll 20

00 s

ecur

ities

with

a le

ss-

than

-ave

rage

gro

wth

ori

enta

tion.

Sec

urit

ies

in th

is in

dex

tend

to e

xhib

it lo

wer

pri

ce-

to-b

ook

and

pric

e-ea

rnin

gs r

atio

s, h

ighe

r di

vide

nd y

ield

s an

d lo

wer

for

ecas

ted

grow

th v

alue

s th

an th

e gr

owth

uni

vers

e.

Rus

sell

2500

(R

2500

) C

onsi

sts

of th

e bo

ttom

500

sec

uriti

es in

the

Rus

sell

1000

in

dex

and

all 2

,000

sec

uriti

es in

the

Rus

sell

2000

inde

x, r

epre

sent

ing

appr

oxim

atel

y 23

% o

f th

e R

usse

ll 30

00 to

tal m

arke

t cap

italiz

atio

n. T

his

inde

x is

a g

ood

mea

sure

of

smal

l to

med

ium

-sm

all s

tock

per

form

ance

.

Rus

sell

2500

Gro

wth

(R

2500

G) M

easu

res

the

perf

orm

ance

of

thos

e R

usse

ll 25

00

com

pani

es w

ith h

ighe

r pr

ice-

to-b

ook

ratio

s an

d hi

gher

for

ecas

ted

grow

th v

alue

s.

Rus

sell

2500

Val

ue (

R25

00V

) M

easu

res

the

perf

orm

ance

of

thos

e R

usse

ll 25

00

com

pani

es w

ith lo

wer

pri

ce-t

o-bo

ok r

atio

s an

d lo

wer

for

ecas

ted

grow

th v

alue

s.

Rus

sell

3000

(R

3000

) M

easu

res

the

perf

orm

ance

of

the

3,00

0 la

rges

t US

com

pani

es

base

d on

tota

l mar

ket c

apita

lizat

ion,

whi

ch r

epre

sent

s ap

prox

imat

ely

98%

of

the

inve

stab

le U

S eq

uity

mar

ket.

Rus

sell

3000

Gro

wth

(R

3000

G) M

easu

res

the

perf

orm

ance

of

thos

e R

usse

ll 30

00®

In

dex

com

pani

es w

ith h

ighe

r pr

ice-

to-b

ook

ratio

s an

d hi

gher

for

ecas

ted

grow

th

valu

es. T

he s

tock

s in

this

inde

x ar

e al

so m

embe

rs o

f ei

ther

the

Rus

sell

1000

®

Gro

wth

or

the

Rus

sell

2000

® G

row

th in

dexe

s.

Rus

sell

3000

Val

ue (

R30

00V

) M

easu

res

the

perf

orm

ance

of

thos

e R

usse

ll 30

00®

In

dex

com

pani

es w

ith lo

wer

pri

ce-t

o-bo

ok r

atio

s an

d lo

wer

for

ecas

ted

grow

th

valu

es. T

he s

tock

s in

this

inde

x ar

e al

so m

embe

rs o

f ei

ther

the

Rus

sell

1000

® V

alue

or

the

Rus

sell

2000

® V

alue

inde

xes.

Rus

sell

Mid

cap

(RM

ID)

Con

sist

s of

the

smal

lest

800

sec

uriti

es in

the

Rus

sell

1000

in

dex,

as

rank

ed b

y to

tal m

arke

t cap

italiz

atio

n. T

his

inde

x ac

cura

tely

cap

ture

s th

e m

ediu

m-s

ized

uni

vers

e of

sec

uriti

es a

nd r

epre

sent

s ap

prox

imat

ely

35%

of

the

Rus

sell

1000

tota

l mar

ket c

apita

lizat

ion.

Rus

sell

Mid

cap

Gro

wth

(R

MID

G)

Con

tain

s th

ose

Rus

sell

Mid

cap

secu

ritie

s w

ith

a gr

eate

r-th

an-a

vera

ge g

row

th o

rien

tatio

n. S

ecur

ities

in th

is in

dex

tend

to e

xhib

it hi

gher

pri

ce-t

o-bo

ok a

nd p

rice

-ear

ning

s ra

tios,

low

er d

ivid

end

yiel

ds a

nd h

ighe

r fo

reca

sted

gro

wth

val

ues

than

the

valu

e un

iver

se. T

he s

tock

s ar

e al

so m

embe

rs o

f th

e R

usse

ll 10

00 G

row

th I

ndex

.

Rus

sell

Mid

cap

Val

ue (

RM

IDV

) C

onta

ins

thos

e R

usse

ll M

idca

p se

curi

ties

wit

h a

less

-tha

n-av

erag

e gr

owth

ori

enta

tion.

Sec

uriti

es in

this

inde

x te

nd to

exh

ibit

low

pr

ice-

to-b

ook

and

pric

e-ea

rnin

gs r

atio

s, h

ighe

r di

vide

nd y

ield

s an

d lo

wer

for

ecas

ted

grow

th v

alue

s th

an th

e gr

owth

uni

vers

e. T

he s

tock

s ar

e al

so m

embe

rs o

f th

e R

usse

ll 10

00 V

alue

Ind

ex.

Salo

mon

Bro

ther

s W

orld

Gov

ernm

ent

Bon

d (S

WG

B)

A m

arke

t cap

itali

zati

on-

wei

ghte

d in

dex

cons

istin

g of

gov

ernm

ent b

ond

mar

kets

of

the

follo

win

g co

untr

ies:

A

ustr

alia

, Aus

tria

, Bel

gium

, Can

ada,

Den

mar

k, F

ranc

e, G

erm

any,

Ita

ly, J

apan

, N

ethe

rlan

ds, S

pain

, Sw

eden

, Uni

ted

Kin

gdom

, Uni

ted

Stat

es.

U.S

. Tre

asur

y B

ill (

UST

B):

Rep

rese

nts

90-d

ay r

etur

n fo

r T

reas

ury

Bil

ls is

sued

by

the

Uni

ted

Stat

es g

over

nmen

t.

Wils

hire

RE

Sec

urit

ies

Inde

x (W

RE

SI)

A b

road

mea

sure

of

the

perf

orm

ance

of

publ

icly

trad

ed r

eal e

stat

e se

curi

ties,

suc

h as

Rea

l Est

ate

Inve

stm

ent T

rust

s (R

EIT

s)

and

Rea

l Est

ate

Ope

ratin

g C

ompa

nies

(R

EO

Cs)

. The

inde

x is

cap

italiz

atio

n-w

eigh

ted.

The

beg

inni

ng d

ate,

Jan

uary

1, 1

978,

was

sel

ecte

d be

caus

e it

coin

cide

s w

ith th

e R

usse

ll/N

CR

EIF

Pro

pert

y In

dex

star

t dat

e. T

he I

ndex

is r

ebal

ance

d m

onth

ly, a

nd r

etur

ns a

re c

alcu

late

d on

a b

uy a

nd h

old

basi

s.

06/05/2012 46 of 46

Returns (through July 2012) July YTD 1 Year 3 Years 5 Years

Bahl & Gaynor 1.65% 7.35% 8.28% 12.82% 3.77%

Columbia -0.68% 5.86% -7.15% 14.11% 4.18%

Sands 0.43% 16.49% 9.28% 24.16% 8.36%

TCW 0.18% 8.15% 4.61% 15.67% 5.58%

Russell 1000 Growth 1.34% 11.55% 8.26% 15.35% 3.46%

S&P 500 Index 1.39% 11.01% 9.06% 14.11% 1.13%

Note: Performance figures are estimated, non-audited and subject to change

Gwinnett County Large Cap Growth Manager Search


Highlighted entries indicate active funds trailing the majority of its peer group over 3 and 5 years. DATA SOURCE: Morningstar

6/30/12



% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten Return

% of Peer

Group Beaten

CAT: Diversified Emerging Mkts

Oppenheimer Developing Markets Y -5.86 84 -9.98 91 14.35 96 4.26 98 - -

Benchmark 1: MSCI EM -8.89 -15.95 9.77 -0.09 14.08

Benchmark 2: CAT: Diversified Emerging Mkts -8.16 -15.79 9.03 -1.95 12.38

Number of investments ranked ` 575 506 346 237

CAT: Foreign Large Blend

Artisan International Inv -4.41 95 -3.75 100 10.99 96 -2.73 87 5.77 75

Dreyfus Intl Stock Index -7.02 47 -14.09 49 5.53 35 -6.46 34 4.53 47

Benchmark 1: MSCI EAFE -7.13 -13.83 5.96 -6.10 5.14

Benchmark 2: CAT: Foreign Large Blend -6.84 -13.93 6.42 -5.90 4.52


CAT: World Stock

Janus Global Select T -18.83 1 -21.27 2 6.94 11 -3.16 43 7.05 67

Oppenheimer Global Y -8.10 20 -10.90 24 11.47 61 -2.06 62 6.58 56

Benchmark 1: MSCI World -5.07 -4.98 10.97 -2.96 5.18

Benchmark 2: CAT: World Stock -5.96 -7.56 10.29 -2.95 5.45


CAT: Small Blend

Royce Low Priced Stock Svc -11.28 1 -18.17 2 13.47 8 0.33 59 7.39 68

Benchmark 1: Russell 2000 TR -3.47 -2.08 17.80 0.54 7.00

Benchmark 2: CAT: Small Blend -4.95 -3.85 16.86 -0.56 6.46


CAT: Small Value

Columbia Small Cap Value II Z -4.51 54 -3.23 49 18.15 66 0.26 58 8.08 71

Benchmark 1: Russell 2000 Value TR -3.01 -1.44 17.43 -1.05 6.50

Benchmark 2: CAT: Small Value -4.80 -2.57 17.38 -0.33 6.74


10 Years3 Years 5 Years3 Months 1 Year


13 13 13

Asset Distribution by Fund – Combined



Fund of Funds







33,647,918 17.1% 36,704,628 17.9%

International

Artisan International Fund 3,912,412 2.0% 1,663 6,246,193 3.0% 2,806


Oppenheimer Developing Market 1,938,633 1.0% 1,755 0 0.0% -


Janus Global Select T 1,812,331 0.9% 1,486 1,398,910 0.7% 297



16,695,487 8.5% 15,726,388 7.7%

Small-Cap






11,625,829 5.9% 10,434,629 5.1%

M id-Cap



Nuveen Tradew inds Value Opp I 1,555,754 0.8% 252 1,398,290 0.7% 553



13,615,424 6.9% 14,039,497 6.9%

Large-Cap

American Funds Grow th Fund A 9,575,122 4.9% 1,080 9,498,783 4.6% 2,971

American Funds Inv Co Amer A 1,195,208 0.6% 197 1,248,068 0.6% 188


Fidelity Contrafund 11,978,736 6.1% 1,125 12,107,388 5.9% 1,128


Janus Tw enty Fund T 1,416,530 0.7% 251 1,399,780 0.7% 243

TIAA-CREF Institutional Equity Index 1,494,162 0.8% 1,588 3,614,891 1.8% 2,376


33,279,594 16.9% 34,947,385 17.1%

Balanced



3,428,387 1.7% 3,780,676 1.8%

Bond


Vanguard Total Bond Market Index Signal 2,113,626 1.1% 1,222 3,080,600 1.5% 1,203

JP Morgan High Yield Bond A 981,602 0.5% 240 1,182,787 0.6% 246

7,133,358 3.6% 7,193,408 3.5%

M oney M arket

TD AMERITRADE SDB Money Market 1,191,252 0.6% 57 907,362 0.4% 69


5,896,745 3.0% 7,059,124 3.4%

Fixed


71,434,261 36.3% 74,978,435 36.6%

196,757,003 100.0% 204,864,171 100.0%

6/30/20126/30/2011

Total Active Accounts:

6/30/2008 5,790

6/30/2009 6,503

6/30/2010 7,005

6/30/2011 7,448

6/30/2012 7,804

Average Account

Balance per Account:

6/30/2008 $24,065

6/30/2009 $21,023

6/30/2010 $22,907

6/30/2011 $26,417

6/30/2012 $26,251

Average Number of

Investment Options

per Account:

6/30/2008 3.0

6/30/2009 3.3

6/30/2010 3.8

6/30/2011 4.3

6/30/2012 4.8

July 20, 2012 Mr. Bill Rodenbeck Pension Finance Manager Gwinnett County Risk Management Division 75 Langley Drive Lawrenceville, GA 30045-6900 Re: Defined Contribution Plan Participants Non-economic Assumption Analysis Dear Bill: This letter will serve as our formal recommendation that an analysis of the non-economic assumptions applied to defined contribution plan participants eligible for post employment health benefits be performed. The purpose of such an analysis is to evaluate the appropriateness of the current assumptions used in the actuarial valuation process to measure system liabilities. An experience investigation conducted for the three-year period covering January 1, 2006 through January 1, 2009 for the Gwinnett County Defined Benefit Plan was completed in January, 2010, but since data is limited, no such experience investigation has been performed for the defined contribution plan (DC plan) participants. Our analysis will evaluate all non-economic assumptions, particularly termination of employment and retirement, used in the annual actuarial valuation for DC plan participants, make recommendations for changes where appropriate, and determine the impact of the recommended changes on system funding. A first step in the analysis will be to compare actual with expected experience for the DC plan participants. This portion of the investigation will be limited since the average service of DC plan participants is 4.54 years and most of them are not yet eligible for retirement. Supplementing the actual versus expected experience comparison will be an analysis of non-economic assumptions used by public plans who have adopted defined contribution or hybrid retirement plans which incorporate defined contribution features, such as account portability, into their retirement plans. Analysis of the termination and retirement assumptions used for defined contribution or hybrid plans compared with those used in traditional defined benefit retirement plans will help us determine more appropriate rates for the DC plan participants.

Off

Cavanaugh Macdonald CC OO NN SS UU LL TT II NN GG,, LL LL CC

The experience and dedication you deserve

3550 Busbee Pkwy, Suite 250, Kennesaw, GA 30144 Phone (678) 388-1700 • Fax (678) 388-1730

www.CavMacConsulting.com Offices in Englewood, CO • Kennesaw, GA • Bellevue, NE • Hilton Head Island, SC

Mr. Bill Rodenbeck July 19, 2012 Page 2 Our process complies with the guidance provided by Actuarial Standards of Practice (ASOP) No 35 (demographic assumptions) which states that the actuary must consider the relevant assumption universe which may include tables, factors, and modifications to the tables that are available to actuaries. Sources of information relevant to many demographic assumptions include the following:

a) Experience studies or published tables based on experience under uninsured plans or annuity contracts, or based on any other populations considered representative of the group at hand;

b) Relevant plan or plan sponsor experience, to the extent that it is credible, which may include analyses of gains or losses by source;

c) Studies or reports of the effects of plan design, specific events (for example shutdown), economic conditions, or sponsor characteristics on the demographic assumption under consideration; and

d) Studies or reports of general trends relevant to the type of demographic assumption in question (for example, mortality improvement in the United States).

ASOP 35 future states that the actuary must select the specific assumptions and evaluate the reasonableness of the selected assumptions. Specific considerations include: Retirement Assumption – The actuary should consider factors such as the following:

a) The plan design, where specific incentives may influence when participants retire; b) The design of, and the date of anticipated payment from, social insurance programs (for

example, Social Security or Medicare); and c) The availability of other employer-sponsored postretirement benefit programs (for

example, postretirement health coverage or savings plan).

Termination of Employment Assumption – The actuary should consider factors such as the following:

a) Employer-specific or job-related factors such as occupation, employment policies, work environment, unionization, hazardous conditions, and location of employment; and

b) Plan provisions, such as early retirement benefits, vesting schedule, or payout options. A letter will be prepared detailing the results of the analysis and providing sufficient explanation and supporting information for the Board to make an informed decision regarding each of the recommendations made. If desired, this will be covered with the Board and staff at a Board meeting. We will detail our findings for each material actuarial assumption and method separately, showing actual experience over the period in comparison with the expected experience based on current assumptions, where available, and providing analysis of information acquired from other sources. We will present our assessment of the experience in the context of current long-term

Mr. Bill Rodenbeck July 19, 2012 Page 3 expectation. If there are any recommended changes to the assumption, we will provide the comparative analysis and fiscal impact of the recommendation. Fees

Since the traditional method of comparing actual with expected experience for the DC plan participants will be limited and the availability of data from other sources is unknown until we complete the study, the fee for performing the analysis will be based on our hourly rates with a not to exceed cap of $5,000.

If you have any questions, please let me know.

Sincerely,

Alisa Bennett, FSA, EA, FCA, MAAA Principal and Consulting Actuary AB/kc S:\Gwinnett County Retirement System\2012 OPEB\CorrespondenceDefined Contribution Plan ParticipantsLetter 7-16-2012.docx

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FORFEITURE AND REVENUE SHARING FUNDS Year to Date

Plan

Forfeiture Balance 9/30/11

Forfeiture/ Unallocated Fund Total

as of 8/14/12

Revenue Sharing 9/1/11 – 8/14/12

Forfeiture Funds as of

8/14/12

401(a) Deferred

Compensation

$727,482

$260,892

$21,373

$239,519

401(h) Retiree Medical

Savings Plan

$744, 491

$637,764

$1,057

$636,707

457(b) Deferred

Compensation Plan

$34,599

$59,496

$22,855

$36,641

Forfeiture funds have been used to make the employer contribution for the 401(h) Plan since September 2011. (Approximately $240,000 per year) Forfeiture funds were used during October -November 2011 to make employer contributions. (Approximately $667,843)

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Plan Participation – 2012

Plan 1st Qtr Participation

2nd Qtr Participation

3rd Qtr Participation

4th Qtr Participation

DB Plan

2,107

2,060

DC Plans

2,263

2,309

Retiree Medical Savings Plan

651

634

Deferred Compensation

2,882

2,942

Deferred

Compensation Match

1,113

1,206

Total Participants

4,370

4,369

Retirees receiving DB pension

1,756

1,776

Retirements - DB

9

37

Retirements – DC

1

4

Deferred Vested

9

10

Retirees w/Health Insurance

1,394

1,435

Great West Education Participation - 2011

Activity 1st Qtr Participation

2nd Qtr Participation

3rd Qtr Participation

4th Qtr Participation

Group/Onsite Meetings

48

83

Seminars/Lunch & Learns

1

4

One on One Meetings

348

310

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TO: Retirement Plans Management Committee

FROM: Kenneth Poe

Chairman, RPMC

Mike Ludwiczak

Chairman, RPMC Investment Committee

DATE: August 23, 2012

SUBJECT: Great West Due Diligence Trip

On July 25 & 26, 2012, Great West hosted a due diligence trip to their corporate offices in Denver,

Colorado for members of the Gwinnett County RPMC and Human Resources staff. The trip was

coordinated by Donald Erwin, Client Relationship Director and we were accompanied by Amy Heyel,

VP Government Markets Client Relations and Fred Minot, Key Retirement Plan Counselor.

Great West has an impressive corporate campus in suburban Denver. They were most welcoming

and were completely willing to share all aspects of their operations. We met with many Great West

staff during our day and a half of meetings. All were very professional and very knowledgeable about

Gwinnett County’s plans. Great West devotes considerable amount of resources to ensure our plans

are managed well and our participants are satisfied.

Overall, we were very impressed with all aspects of their operations and service delivery and are

pleased to report back to the full committee that we believe we are receiving quality services.

Following is a summary of the agenda topics that were covered during our trip:

Administration & Record Keeping

GW Representative: Tom Pfeifle

Since the transfer of records from ACCG to Great West, there has been continued activity to audit

and clean up participant data for DB plan participants. We have been fortunate to have the same

Great West representatives (Tom Pfeifle and Chip Weule) working with us to identify errors and then

audit all records to determine if similar errors exist. As a result, we all agreed there is now a much

higher level of confidence with data accuracy.

Sue Rooks, HR Retirement Plans Specialist, worked with Chip Weule throughout the time we were

there on the project to clean up deferred vested participant data. As a result of their work, they were

able to identify efficiencies in the data gathering/review process and worked through some participant

issues that needed further research.

We also received information on the following:

GS Proprietary Recordkeeping System (ISIS – Innovative Strategic Investment System)

o Built and owned by GW

o Rules-based

o Fully integrated online/real time

o Client server architecture used for scalability

Technology

o Environment is redundant for high availability

o Disaster recovery and business continuance plans tested 3 times per year

Database replication to alternate data centers

Database backups 6 nights per week

Client Service Tour

GW Representatives: Thomas Houston, Kyle David, Garry Edwards

We received a tour of the Call Center and heard about their training process along with their data

management and call center systems. They have an impressive work environment with comfortable

cubicles and endless windows of long range mountain views. As turnover in call centers is usually

an issue, we were pleased to hear about a unique program they have to address turnover as a result

of internal promotions. When call center personnel receive a promotion and transition out of the call

taking position, they are given the opportunity to volunteer to be on a special team which works in the

call center during times of high volume and get paid at a premium rate. This keeps them trained on

call taking skills and helps the organization to address staffing shortages with experienced people.

We also learned the following:

Customer Service Reps are securities licensed

Extensive training is provided and they have a quality assurance program

All transactions/calls are logged and utilize action request tickets to track follow-ups

Call center has 95% first call resolution rate

Systems Security

GW Representative: Erica Boyle

We toured GW’s specially designed and secured facility that houses their data center and print shop.

Security was tight with plenty of security cameras. We even had to leave our cell phones at the

security check point. Most of the facility is below ground with sufficient back-up generators. Back-up

data centers are located in two other locations in separate time zones.

Their printing and mailing operations were quite large with massive rolls of paper used to print out

participant’s quarterly statements. This area is very well secured as is the rest of the facility.

Compliance & Regulatory Overview

GW Representative: Marilyn Collister

This presentation focused on compliance updates including new requirements for fee disclosures.

We also received a legal review of cases involving unreasonable fees.

Marketing & Communications

GW Representative: Jason Stockbridge

During this meeting we reviewed our education needs and looked at various prototype campaigns

GW has to offer. We discussed our special needs and how the Marketing staff can help us develop

communications strategies.

Additional topics discussed:

Update on website enhancements which will be available fourth quarter of 2012. The rollout of the

new website for Gwinnett has been delayed due to some of the customized features we are using.

SecureFoundation Seminars and how to deliver this complex information.

Retired employee seminars featuring Ron Nichols

Potential campaigns for the future

o National Save for Retirement Week

o Annual “Check Up”

o Asset Allocation

Newsletter content and deadlines

Advised Assets Group

GW/AAG Representative: Bridget Witzman

We received an overview of the participant advisory services program to include:

Methodology overview

Advisory Services product details

o Managed Account participant experience

o Participant personalization

Advisory Services standing with target risk funds

Plan statistics

Secure Foundation Education

GW Representative: John Nielsen

We discussed the challenges of educating participants about this option and the need to have

individual discussion about this option. Two seminars are scheduled in September to begin group

sessions and we reviewed some of the educational materials. We will have to continue to market this

new option to existing participants whereas with new hires we have more opportunity to educate them

on this option through the orientation program.

Defined Benefits

GW Representatives: Chip Weule, Frank Porter

This time was spent discussing issues/challenges with daily operations of the plan and opportunities

for improvements. Several recent projects were highlighted – Rabbi Trust Calculations, State Tax

Audits and Corrections, Death Audits, conversion from JP Morgan to Great-West Platforms and

Calculators.

Custom Stable Value Fund

GW Representative: Al Cunningham

This presentation included:

Stable Value fund review

GW fund management of the value fund

Key fund policy review

Current investment strategy/portfolio structure

Historical results

Overall the fund is being managed within policy, the market value exceeds the book value and

historical returns are above market rates

Revenue Sharing

GW Representatives: Tom Pfeifle, Sujin Hajka, Yvette Joy

We reviewed the process for payment of revenue sharing and discussed challenges Gwinnett was

having in reconciling how the amount was determined. If GW has a delay in receiving payments

from a fund, the share amount would not be posted until the next quarter. This made it difficult for us

to reconcile and track. To prevent this confusion, GW agreed to pay us the full amount that should

be owed and they would take the risk of not receiving full payment if receipt of fees from a fund was

delayed.

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Starting Starting Completed % of Plan Complete % Completed Remaining % Remaining

Plan Name County Percentage of Total (To-Date) (To-Date) (of Total) Counts (of Total)

Schedule A* 1 N/A 1 N/A N/A 0 N/A

Schedule B 176 18.05% 176 100.00% 18.05% 0 N/A

Schedule C 55 5.64% 55 100.00% 5.64% 0 N/A

Pre-Amended Plan 463 47.49% 101 21.81% 10.36% 362 37.13%

Amended Plan 280 28.72% 72 25.71% 7.38% 208 21.33%

Totals 975 100.00% 405 41.54% 41.54% 570 58.46%

* Data Clean-up

Plan Name Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 2012 Totals

Schedule A 0 0 0 0 0 1 0 1

Schedule B 0 0 0 164 0 12 0 176

Schedule C 0 0 0 53 0 2 0 55

Pre-Amended Plan 0 9 4 49 6 7 26 101

Amended Plan 2 9 4 41 4 4 8 72

Totals 2 18 8 307 10 26 34 405

Note: These counts are through 07/30/2012

Completion By Month - 2012

Progress By Plan

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2012 Goals

Implementation of 457(b) Roth

Implementation of Secure Foundations Option for DC Plans

Retirement Seminars – Scheduled for September 20th.

Revenue Sharing

Custom Statement - Newsletter, Articles and Messaging

Quarterly Push Campaigns

Participant Satisfaction Survey

RPMC and Investment Committee Satisfaction Survey

Retiree Outreach Services

Deferred Vested Audit and payment of Term Vested participants – 42% Complete

Selection of Mid-Cap Investment Managers

Selection of Fixed Income Investment Managers

Exploration of Liability Driven Investment Opportunities and Annuitizing Retirement Payments

Establishment of Goals for DB and OPEB Trust funding levels

Implementation of Investment Consulting and Planning services for DC Participants Highlighted goals have been accomplished.

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Next Meeting – November 15, 2012 Gwinnett County Justice and Administration Center (GJAC) 75 Langley Drive Lawrenceville, GA 30046 Facilities Management Conference Room C – 2nd Floor TOPICS OF INTEREST

Vendor Renewals o BNY Mellon o Bryan Cave

Appointment for Public Safety Member (Ken Chadwick’s appointment ends 12/31/2012)

Appointment for Investment Committee (Phil Hoskins’ appointment ends 12/31/2012)

Appointment for Audit Committee (RPMC Member appointment ends 12/31/2012)

Appointment for Audit Committee (Deputy Department Director – Tom Savage ends 12/31/2012)

Presentation of Education Plan by Great West

Next Year Goal Setting

Members - RPMC Names Appointment Authority

Term Term Limit

Citizen (not member of system)

David Crews Board of Commissioners

4 years 2 12/31/2014 (Serving 2

nd Term)

County Administrator

Glenn Stephens Ex Officio Incumbent N/A

County Employee-Public Safety

Ken Chadwick County Administrator

Initial 2 years, 4 thereafter

2 12/31/2012

County Employee-General

Ashley Stinson County Administrator

4 years 2 12/31/2014

Chief Financial Officer

Aaron Bovos Ex Officio Incumbent N/A

Director of Human Resources

Kenneth Poe Ex Officio Incumbent N/A

Appointee of County Administrator

Jim Underwood County Administrator

Initial 3 years, 4 thereafter

2 12/31/2013 (Serving 2

nd Term)

Officer Terms: Chairman – 2 years limited to 2 consecutive terms Vice Chairman – 2 years limited to 2 consecutive terms

Chairman Elected Term Expires Terms Served

Kenneth Poe 1/1/2012 12/31/2013 1

Vice Chairman Elected Term Expires Terms Served

David Crews 1/1/2012 12/31/2013 1

Members – Investment Committee

Names Appointment Authority

Term Term Limit

Department Director Phil Hoskins County Administrator

3 years, rotates

1 12/31/2012

County Attorney or designee

Mike Ludwiczak

Ex Officio Incumbent N/A

Director or Deputy Director, Finance

Karen Karasinski


Investment Manager, Finance

Bill Rodenbeck


Treasury Division Director, Finance

Paul Turner Ex Officio Incumbent N/A

Officer Terms: Chairman – 1 year

Members – Audit Committee

Names Appointment Authority

Term Term Limit

Appointed Member of RPMC

David Crews RPMC 3 years, rotates

1 Expires 12/31/2012

Deputy Department Director

Tom Savage County Administrator

3 years, rotates

1 Expires 12/31/2012

Director or Deputy Director, Finance

Maria Woods Ex Officio Incumbent N/A

Accounting Division Director, Finance

Buffy Alekzulian


Deputy Director or Section Manager of Benefits and Retirement Plans, Human Resources

Debbi Davidson


Officer Terms: Chairman – 1 year

Gwinnett County, Georgia Investment Committee of the RPMC

Regular Meeting Minutes August 10, 2012 8:30 a.m.

Dogwood Conference Room GJAC Members Present: Mike Ludwiczak, Bill Rodenbeck, Phil Hoskins, Paul Turner, Karen Karasinski Staff Present: Aaron Bovos, Debbi Davidson, Megan Ward Others Present: UBS Members – Ray Vuicich, Earle Dodd, Allen Wright AAG – Bill Thornton, Michael Baker, Great West – Fred Minot

Chairman Mike Ludwiczak called the meeting to order at 8:32 a.m.

1. Approval of Agenda Action: Motion to Approve: Phil Hoskins; Second: Paul Turner. Vote (5-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Karasinski – Yes; Turner – Yes. 2. Approval of Investment Committee Minutes Regular Meeting: 8:30 A.M. July 13, 2012 Action: Motion to Approve: Phil Hoskins; Second: Paul Turner. Vote (4-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Turner – Yes; Karasinski – Abstained. 3. Discuss Experience Study for OPEB Plan Mike Ludwiczak made a motion to make a recommendation to the RPMC to approve the experience study as proposed in the letter from Cavanaugh Macdonald dated July 20, 2012, contingent upon Cavanaugh Macdonald providing confirmation that the study will include the entire employee population. The motion was seconded by Phil Hoskins. Vote (5-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Karasinski – Yes; Turner – Yes.

5. Second Quarter Investment Performance Report

Great-West DC/457

Issues with Janus Global Select T Fund and possible solutions were discussed. A decision was made to recommend removing the fund and to have Great West draft a notice to participants of the decision and the associated mapping of investments to a new fund. The notice would include a statement that if a decision was not reached by the participant by a certain date, the funds would be moved to the only comparable fund; Oppenheimer Global. Karen Karasinski made a motion to recommend that the RPMC close the Janus Global Select T Fund as soon as administratively possible with a second by Paul Turner. Vote (5-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Karasinski – Yes; Turner – Yes. 6. Second Quarter Investment Performance Report

DB/OPEB Trust – UBS

Allen Wright and Earle Dodd provided the report.

7. Discuss Timeline for Large Cap Conversion Questions were raised as to whether or not a Transition Manager would be the most efficient way to proceed with the implementation of Sands Capital Management. UBS recommended getting a pre-transition estimate and providing the Rainier portfolio to Sands to receive feedback on how they would prefer to proceed with trading. *A motion to rescind the motion from the meeting on 7/13/2012 to bring the percentage of funds in REITS to the target amount in the Investment Policy by moving Cash (approximately $2 million) to REITS was made by Bill Rodenbeck with a second by Phil Hoskins. Vote (5-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Karasinski – Yes; Turner – Yes. 8. Contract Renewals with UBS & Great-West

Discussion

During the discussion, Mike Ludwiczak stated that Great West would be discussed in more detail during the Due Diligence Review portion of the RPMC meeting. Annual performance reviews are also listed on the agenda for the August 23, 2012 RPMC meeting for UBS and Great West.

Adjournment

Action: Motion to Adjourn: Phil Hoskins; Second: Bill Rodenbeck Vote (4-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Karasinski – Yes; Turner – Yes.

Meeting was adjourned at 11:15 a.m.

Next meeting is Friday September 14, 2012 at 8:30 a.m. in the DoFS Dogwood Conference Room on the 2nd floor of GJAC at 75 Langley Drive Lawrenceville, GA 30046.


June 8, 2012 Regular Meeting Minutes 9:30 AM Dogwood Conference Room GJAC

Members Present: Mike Ludwiczak, Bill Rodenbeck, Karen Karasinski, Phil Hoskins, Paul Turner Staff Present: Aaron Bovos, Rick Reagan, Debbi Davidson, Megan Ward, Sherry Scruggs Others Present: UBS Members – Scott Olsen, Earle Dodd, Allen Wright The meeting was called to order by Chairman Mike Ludwiczak at 9:35 am.

Approval of Agenda A motion was made by Karen Karasinski and seconded by Paul Turner to approve the Agenda. Vote was 5 – 0. Ludwiczak – Yes; Rodenbeck – Yes; Karasinski – Yes; Hoskins – Yes; Turner – Yes. Mike Ludwiczak then made a motion to change the Agenda to amend the order of the business items, allowing the Investment Manager Presentations to be done first. This was seconded by Karen Karasinski. Vote was 5 – 0. Ludwiczak – Yes; Rodenbeck – Yes; Karasinski – Yes; Hoskins – Yes; Turner – Yes.

Presentations by Large Cap Investment Managers Scott Olsen introduced the schedule of presentations with Bahl & Gaynor being first, TCW second, Columbia next and Sands last. Bahl & Gaynor John Brian and Matt McCormick made the presentation for Bahl & Gaynor. This firm is owned by the members and concentrates on high quality blue chip stocks that pay dividends. They were willing to reduce fees by 42.5% to earn the County’s business. TCW Craig Blum and Jack Lazzaro made the presentation for TCW. They manage funds for Fulton County and Gwinnett Medical Center. Fees were negotiable but were quoted at 65 bps. TCW is primarily held by a French Bank but 20% is owned by employees. Columbia Todd Herget and Rick Balleau made the presentation for Columbia. Columbia is a boutique firm subsidiary of Ameriprise where associates are compensated based on long-term performance. Fees are negotiable.

Sands David Kluger and Davis Catlin made the presentation for Sands. They manage the funds for the State of Georgia. Their fees are the highest at 75 bps for the first $50 million and 50 bps on the balance. Following the presentations, there was discussion that led to a consensus that since a recommendation did not need to be made until the August RPMC meeting, a decision did not have to be reached on this day and an item could be added to the next Investment Committee meeting in July. The item would include a review of the Large Cap Manager choices and fees from the managers that presented before a recommendation is made. Next meeting is Friday July 13, 2012 at 8:30 a.m. in the DoFS Dogwood Conference Room Motion to adjourn was made by Chairman Mike Ludwiczak with a second by Bill Rodenbeck. Vote was 5 – 0. Ludwiczak – Yes; Rodenbeck – Yes; Karasinski – Yes; Hoskins – Yes; Turner – Yes. Meeting was adjourned at 12:50 p.m.


Regular Meeting Minutes July 13, 2012 8:30 a.m.

Dogwood Conference Room GJAC

Members Present: Mike Ludwiczak, Bill Rodenbeck, Phil Hoskins, Paul Turner Members Absent: Karen Karasinski Staff Present: Aaron Bovos, Rick Reagan, Debbi Davidson, Megan Ward, Rhonda Etheridge Others Present: UBS Members – Scott Olsen, Earle Dodd, Allen Wright Chairman Mike Ludwiczak called the meeting to order at 8:32 a.m.

1. Approval of Investment Committee Minutes Regular Meeting: 9:30 A.M. June 8, 2012 Action: Motion to Approve: Phil Hoskins; Second: Paul Turner. Vote (4-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Turner – Yes.

2. Discuss Experience Study for OPEB Plan Aaron expressed a desire to establish a regular schedule for experience study. A written proposal will be provided at the next meeting.

3. Update on Fees & Results of Large Growth Search

After a re-cap of the fees from the Large Cap Growth Managers there was open discussion about choices and then a decision was reached. Chairman Mike Ludwiczak made a motion to recommend to the RPMC to take half of the County’s balance with Rainier and place it with Sands Capital Management which was seconded by Phil Hoskins. The vote was 4-0. Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Turner – Yes. 4. Discussion on Asset Allocation & Cash Allocation Bill Rodenbeck discussed options for excess cash and listed moving the excess funds, which are estimated at about $2 million for 2012, to REITS. UBS made a recommendation to move excess cash to REITS.

Bill Rodenbeck made a motion to bring the percentage of funds in REITS to the target amount in the Investment Policy by moving Cash (approximately $2 million) to REITS. Action: Motion: Bill Rodenbeck; Second Paul Turner

Vote (4-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Turner – Yes 5. Due Diligence Review and Manager Roundtable Discussion Open discussion concerning past performance and future expectations and strategies from Gwinnett Pension Managers. Managers Present: Rainier - Going forward, the plan is to emphasize companies with secular growth. Stock prices follow earnings growth so strategy will be based on what is expected. They are projecting zero growth. Barrow, Hanley - Portfolio has 46 stocks, consistent and long-term; they tend to hold stocks 3-5 years. Kept pace in 1st quarter and lagged in 2nd quarter performance of this year. William Blair - Recent performance shows they were up 30% over the previous 2 quarters and up over previous 2 years as well. Earnings are down but they see them as improving. Their opinion is that it is a good time for stocks. Fairpointe Capital – Managed Mid Cap fund for the County since 1999 (under Optimum). They tend to hold stocks for 5 – 6 years. They expect to see more takeovers and growth by acquisitions. They have performed 300 bps. over the Russell Mid-Cap. Vaughn Nelson – Out performed in 1st quarter and underperformed in 2nd quarter. Atlanta Capital – Small Cap Manager. More worried about China than Greece in the world market. The panel was asked to comment on what they saw in the future. They mentioned that the election would affect the market. They thought there would be corporate tax reform next year and higher personal taxes. Adjournment Action: Motion to Adjourn: Phil Hoskins; Second: Mike Ludwiczak Vote (4-0); Ludwiczak – Yes; Rodenbeck – Yes; Hoskins – Yes; Turner – Yes.

Meeting was adjourned at 11:15 a.m.

Next meeting is Friday August 10, 2012 at 8:30 a.m. in the DoFS Dogwood Conference Room on the 2nd floor of GJAC at 75 Langley Drive Lawrenceville, GA 30046.

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